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Previous: CARLYLE REAL ESTATE LTD PARTNERSHIP XI, 10-Q, 1996-05-15 |
Next: GOLDEN OIL CO /DE/, NT 10-Q, 1996-05-15 |
<PAGE> 1
FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
Commission file number 0-10372
BLUE JAY ENTERPRISES, INC.
---------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2154902
--------------------------------------- -------------------
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
11835 West Olympic Boulevard
East Tower 705
Los Angeles, California
----------------------------------------
(Address of principal executive offices)
(Zip Code) 90064
(310) 208-5589
----------------------------------------
(Registrant's telephone number including area code)
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 (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
----- -----
As of March 31, 1996, the Company had 724,059 common shares outstanding
of a par value of one mil ($.001) per share.
<PAGE> 2
BLUE JAY ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
MARCH 31, 1996 AND DECEMBER 31, 1995
<PAGE> 3
C O N T E N T S
<TABLE>
<S> <C>
Independent Auditors' Report ........................................... 3
Balance Sheets ......................................................... 4
Statements of Operations ............................................... 5
Statements of Stockholders' Equity (Deficit)............................ 6
Statements of Cash Flows ............................................... 10
Notes to the Financial Statements ...................................... 11
</TABLE>
<PAGE> 4
[JONES, JENSEN & COMPANY LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
April 25, 1996
The Board of Directors
Blue Jay Enterprises, Inc.
(A Development Stage Company)
Los Angeles, California
The accompanying balance sheet as of March 31, 1996, and the related statements
of operations, stockholders' equity (deficit), and cash flows as of March 31,
1996 and 1995 and from inception on December 1, 1980 through March 31, 1996 were
not audited by us and, accordingly, we do not express an opinion on them.
The accompanying balance sheet as of December 31, 1995 was audited by us and we
expressed an unqualified opinion on it in our report dated February 14, 1996.
/s/ Jones, Jensen & Company
Jones, Jensen & Company
<PAGE> 5
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -----------
CURRENT ASSETS (Unaudited)
<S> <C> <C>
Cash $ 50 $ --
Total Current Assets 50 --
----------- -----------
TOTAL ASSETS $ 50 $ --
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 13,374 $ 26,733
Note payable - related party (Note 3) 9,950 10,000
----------- -----------
Total Current Liabilities 23,324 36,733
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: 50,000,000 shares
authorized of $0.001 par value, 724,059 and
663,559 shares issued and outstanding 724 664
Additional paid-in capital 4,814,162 4,798,422
Deficit accumulated during the
development stage (4,838,160) (4,835,819)
----------- -----------
Total Stockholders' Equity (Deficit) (23,274) (36,733)
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 50 $ --
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE> 6
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the Three Months December 1,
Ended March 31, 1980 Through
-------------------------- March 31,
1996 1995 1996
--------- --------- -----------
<S> <C> <C> <C>
REVENUES $ -- $ -- $ --
EXPENSES 2,341 6,921 32,818
LOSS FROM DISCONTINUED
OPERATIONS (NOTE 5) -- -- 4,805,342
--------- --------- -----------
NET (LOSS) INCOME $ (2,341) $ (6,921) $(4,838,160)
========= ========= ===========
NET (LOSS) INCOME PER SHARE OF
COMMON STOCK $ (0.03) $ (0.01)
========= =========
Weighted average number of
shares outstanding 693,477 663,508
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
-5-
<PAGE> 7
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Stock
Common Stock Paid-in Development Subscriptions
Shares Amount Capital Stage Receivable
-------- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 1, 1980 -- $-- $ -- $ -- $ --
Common stock issued at
inception for $0.20 per share 32,250 32 6,418 -- --
Net loss from inception on
December 1, 1980 through
December 31, 1980 -- -- -- (300) --
------- ---- ----------- ----------- ---------
Balance, December 31, 1980 32,250 32 6,418 (300) --
Common stock issued for
services rendered at $35.00
per share 2,000 2 69,898 -- --
Common stock issued for
cash at $16.60 per share 21,250 21 351,229 -- --
Common stock issued for
oil and gas properties at
$3.40 per share 140,000 140 472,022 -- --
Common stock issued
for cash from stock
offering at $20.00 per share 175,000 175 3,499,825 -- --
Stock offering costs -- -- (350,000) -- --
Net loss for the year ended
December 31, 1981 -- -- -- (628,545) --
------- ---- ----------- ----------- ---------
Balance, December 31, 1981 370,500 370 4,049,392 (628,845) --
Issuance of common stock
subscriptions 14,000 14 176,236 -- (245,000)
Net loss for the year ended
December 31, 1982 -- -- -- (1,075,657) --
------- ---- ----------- ----------- ---------
Balance, December 31, 1982 384,500 $384 $ 4,225,628 $(1,704,502) $(245,000)
------- ---- ----------- ----------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-6-
<PAGE> 8
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Stock
Common Stock Paid-in Development Subscriptions
Shares Amount Capital Stage Receivable
-------- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1982 384,500 $ 384 $ 4,225,628 $(1,704,502) $(245,000)
Cancellation of common stock (22,500) (22) 22 -- --
Issuance of common stock at
$5.00 per share 875 1 5,624 -- --
Issuance of common stock
subscriptions 1,250 1 4,999 -- (6,250)
Net loss for the year ended
December 31, 1983 -- -- -- (289,161) --
------- ----- ----------- ----------- ---------
Balance, December 31, 1983 364,125 364 4,236,273 (1,993,663) (251,250)
Net loss for the year ended
December 31, 1984 -- -- -- (307,183) --
------- ----- ----------- ----------- ---------
Balance, December 31, 1984 364,125 364 4,236,273 (2,300,846) (251,250)
Cancellation of subscriptions
receivable (15,250) (15) (181,235) -- 251,250
Net loss for the year ended
December 31, 1985 -- -- -- (707,785) --
------- ----- ----------- ----------- ---------
Balance, December 31, 1985 348,875 349 4,055,038 (3,008,631) --
Common stock issued for
services rendered at $0.20
per share 14,684 15 2,912 -- --
Net loss for the year ended
December 31, 1986 -- -- -- (1,656,973) --
------- ----- ----------- ----------- ---------
Balance, December 31, 1986 363,559 $ 364 $ 4,057,950 $(4,665,604) $ --
------- ----- ----------- ----------- ---------
</TABLE>
The accompanying notes are an integral part of these financial statements.
-7-
<PAGE> 9
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Stock
Common Stock Paid-in Development Subscriptions
Shares Amount Capital Stage Receivable
-------- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1986 363,559 $364 $4,057,950 $(4,665,604) $ --
Net loss for the year ended
December 31, 1987 -- -- -- (16,527) --
------- ---- ---------- ----------- ----
Balance, December 31, 1987 363,559 364 4,057,950 (4,682,131) --
Notes payable paid off by
related party, treated as
additional paid-in capital
(Note 3) -- -- 641,028 -- --
Net loss for the year ended
December 31, 1988 -- -- -- (39,795) --
------- ---- ---------- ----------- ----
Balance, December 31, 1988 363,559 364 4,698,978 (4,721,926) --
Common stock issued in lieu
of wages at $0.35 per share
(Note 3) 150,000 150 52,850 -- --
Net loss for the year ended
December 31, 1989 -- -- -- (68,421) --
------- ---- ---------- ----------- ----
Balance, December 31, 1989 513,559 514 4,751,828 (4,790,347) --
Net loss for the year ended
December 31, 1990 -- -- -- (14,995) --
------- ---- ---------- ----------- ----
Balance, December 31, 1990 513,559 514 4,751,828 (4,805,342) --
Common stock issued in lieu
of wages at $0.29 per share
(Note 3) 150,000 150 42,850 -- --
Net loss for the year ended
December 31, 1991 -- -- -- -- --
------- ---- ---------- ----------- ----
Balance, December 31, 1991 663,559 $664 $4,794,678 $(4,805,342) $ --
------- ---- ---------- ----------- ----
</TABLE>
The accompanying notes are an integral part of these financial statements.
-8-
<PAGE> 10
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the Stock
Common Stock Paid-in Development Subscriptions
Shares Amount Capital Stage Receivable
-------- -------- ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1991 663,559 $664 $4,794,678 $(4,805,342) $ --
Net loss for the year ended
December 31, 1992 -- -- -- (2,782) --
------- ---- ---------- ----------- -----
Balance, December 31, 1992 663,559 664 4,794,678 (4,808,124) --
Net loss for the year ended
December 31, 1993 -- -- -- (1,010) --
------- ---- ---------- ----------- -----
Balance, December 31, 1993 663,559 664 4,794,678 (4,809,134) --
Payment of accounts payable
treated as additional paid-in
capital (Note 3) -- -- 3,744 -- --
Net loss for the year ended
December 31, 1994 -- -- -- (19,035) --
------- ---- ---------- ----------- -----
Balance, December 31, 1994 663,559 664 4,798,422 (4,828,169) --
Net loss for the year ended
December 31, 1995 -- -- -- (7,650) --
------- ---- ---------- ----------- -----
Balance, December 31, 1995 663,559 664 4,798,422 (4,835,819) --
Common stock issued for
cash at $1.50 per share
(Unaudited) 10,500 10 15,740 -- --
Payment on note payable
through the issuance of
common stock (Unaudited) 50,000 50 -- -- --
Net loss for the three
months ended
March 31, 1996 (Unaudited) -- -- -- (2,341) --
------- ---- ---------- ----------- -----
Balance, March 31, 1996
(Unaudited) 724,059 $724 $4,814,162 $(4,838,160) $ --
======= ==== ========== =========== =====
</TABLE>
The accompanying notes are an integral part of these financial statements.
-9-
<PAGE> 11
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
From
Inception on
For the Three Months December 31,
Ended March 31, 1980 Through
March 31,
1996 1995 1996
-------- -------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Loss from operations $ (2,341) $(6,921) $(4,838,160)
Loss on disposal of oil and gas properties -- -- 472,162
Payment of liabilities by shareholder -- -- 644,772
Common stock issued for services and wages -- -- 168,827
Increase (decrease) in accounts payable (13,359) 6,921 13,374
-------- ----- -----------
Net Cash (Used) by Operating Activities (15,700) -- (3,539,025)
-------- ----- -----------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- --
-------- ----- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from note payable -- -- 10,000
Common stock issued for cash 15,750 -- 3,529,075
Net Cash Provided by Financing Activities 15,750 -- 3,539,075
Net Increase (Decrease) in Cash
and Cash Equivalents 50 -- 50
Cash and Cash Equivalents at Beginning of Period -- -- --
-------- ----- -----------
Cash and Cash Equivalents at End of Period $ 50 $ -- $ 50
======== ===== ===========
CASH PAID FOR:
Interest $ -- $ -- $ --
Taxes $ -- $ -- $ --
Non Cash Financing Activities
Common stock issued for oil and gas properties $ -- $ -- $ 472,162
Common stock issued for services rendered
and wages $ -- $ -- $ 168,827
Liabilities paid by shareholders added to additional
paid-in capital $ -- $ -- $ 644,772
Common stock issued for a reduction
in note payable $ 50 $ -- $ 50
</TABLE>
The accompanying notes are an integral part of these financial statements.
-10-
<PAGE> 12
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1996 and December 31, 1995
NOTE 1 - ORGANIZATION AND HISTORY
The financial statements presented are those of Blue Jay Enterprises,
Inc. (the Company). The Company was incorporated under the laws of the
state of Delaware on December 1, 1980, under the name of Blue Jay
Energy Corporation. The name was changed to Blue Jay Enterprises, Inc.
on July 1, 1986. The Company was organized to engage in oil and gas
exploration and development. The Company discontinued operations in
1986, and has been reclassified as a development stage company. The
Company is seeking new business opportunities believed to hold a
potential profit.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
b. Cash and Cash Equivalents
Cash equivalents include short-term, highly liquid investments with
maturities of three months or less at the time of acquisition.
c. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of shares outstanding at the date of the
financial statements.
d. Provision for Taxes
At March 31, 1996, the Company had net operating loss carry forwards
totaling approximately $4,846,000 that may be offset against future
taxable income through 2011. No tax benefit has been reported in the
financial statements, because the Company believes there is a 50% or
greater chance the carry forward will expire unused. Accordingly, the
potential tax benefits of the loss carry forward are offset by a
valuation of the same amount.
-11-
<PAGE> 13
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1996 and December 31, 1995
NOTE 3 - RELATED PARTY TRANSACTIONS
For the period ended March 31, 1996 and December 31, 1995, a certain
shareholder of the Company paid $2,390 and $7,650 in expenses on the
Company's behalf. These expenses are to be repaid and are carried in
accounts payable at March 31, 1996 and December 31, 1995. For the year
ended December 31, 1994 shareholders of the Company contributed $3,744
to meet minimal Company expenses. This amount was treated as additional
paid-in capital. Shareholders of the Company also paid $8,000 in
expenses on the Company's behalf. These expenses are to be repaid and
are carried in accounts payable at December 31, 1995.
For the year ended December 31, 1989 and 1991, the Company owed the
president of the Company $53,000 and $43,000, respectively, for back
salaries. The Company was not in a position to pay amounts due and
therefore, the board of directors approved the issuance of 3,000,000
and 3,000,000 shares of common stock for 1989 and 1991, respectively.
The Company also transferred all fixed assets to the president of the
Company for salaries owed.
On January 16, 1988, the Company issued a $10,000, non-interest bearing
note payable for back salaries owed to the president of the Company.
The note payable was due January 16, 1994, and is in default making it
due immediately without demand or notice. The note is convertible at
any time, at the option of the payee, into the Company's common shares
at the par value at time of conversion.
A related party paid off a loan from a financial institution which
totaled $501,207 during 1988. The total amount due to the related party
was $641,028 which was converted into additional paid-in capital.
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, operating company. Until a
merger is completed, the president of the Company has agreed to expend
personal funds to meet its obligations. The Company's president may
either treat the expenses paid as a contribution to capital or be
issued common stock as repayment.
NOTE 5 - DISCONTINUED OPERATIONS
During 1986, the Company discontinued operations and was reclassified
as a development stage company. All revenues generated by the Company
have been netted against the expenses and are grouped into the
discontinued operations line on the statement of operations.
-12-
<PAGE> 14
BLUE JAY ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 1996 and December 31, 1995
NOTE 6 - LITIGATION SETTLEMENT
On July 29, 1994 the Company entered into a Mutual Release of All
Claims with Dime Box Petroleum Corporation (DBPC) and certain of its
related limited partnerships. DBPC and the Company released each other
from any claims against each other and covenanted to not sue each other
forever.
NOTE 7 - COMMON STOCK
On March 9, 1995, the shareholders of the Company approved a one for
twenty (1 for 20) reverse split of the Company's common stock. The
financial statements reflect the reverse split on a retroactive basis.
The par value of the Company's common stock was reduced from $0.01 to
$0.001 and the shares authorized were increased to 50,000,000.
-13-
<PAGE> 15
PART I - FINANCIAL INFORMATION
ITEM 1. In the opinion of the Registrant, the attached unaudited financial
statements contain all adjustments, consisting of only normal recurring
adjustments, necessary to present fairly the financial position of the Company
as of December 31, 1995, and the results of its operation and changes in its
financial position for the three month period ended March 31, 1996
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
The registrant has been totally inactive during the period of this
report.
In light of the current negative situation in the oil and gas business,
management has abandoned any intention of re-entering the oil and gas business,
but has been aggressively seeking new business opportunities which might be
available to the registrant. Of course, the registrant's lack of financial
resources and accrued operating losses limit its ability to acquire new business
assets. In light of the foregoing, no assurances can be given that management
will be able to find any other business opportunities which could be acquired or
otherwise engaged in.
At the present time the Company does not have significant cash or other
material assets nor does it have an established source of revenues sufficient to
cover its operating costs and allow it to continue as a going concern. It is the
intent of the Company to seek a merger with an existing, operating company.
Until a merger is completed, the president of the Company has agreed to expend
personal funds to meet its obligations.
On April 16, 1996, the Company executed a nonbinding letter of intent
and confidentiality agreement to negotiate a definitive agreement whereby the
Company would acquire the stock of an electric motor manufacturer and certain
specific assets of a related company in exchange for newly issued shares
representing approximately 90% of the Company's issued and outstanding common
stock (after the exchange). Confidential negotiations are proceeding, and a
definitive agreement is expected to be signed in mid-to late-May, provided the
parties can agree on the final form of the transaction, the specific assets and
liabilities to be acquired, and the terms of the proposed transaction. All
proposed terms also are subject to continued due diligence investigations by all
parties to the transaction and continued negotiations by the parties. In light
of the substantial unresolved issues, there can be no assurance that the parties
will enter into a definitive agreement or, if such an agreement is entered into,
what the final negotiated terms will be or whether the transaction will be
consummated.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
14
<PAGE> 16
ITEM 2. CHANGES IN SECURITIES.
On December 21, 1995, the Board of Directors adopted The Blue Jay
Enterprises, Inc. 1995 Stock Option Plan. The plan authorizes the Corporation to
issue to the Corporation's key employees, advisors, consultants, directors, and
officers options to purchase shares of Blue Jay's common stock. Under the plan,
the Corporation may issue options to purchase up to 120,000 shares of Blue Jay's
Common Stock on terms and conditions consistent with the Plan and determined by
the officers of the Corporation at the time the options are issued.
On February 1, 1996, Blue Jay registered the shares to be issued pursuant
to the plan with the Securities and Exchange Commission by filing a Form S-8
registration statement.
On February 9, 1996, the Corporation granted a consultant to the
Corporation an option to purchase up to 40,000 shares of the Corporation's
common stock at $1.50 per share. On February 9, 1996 and February 21, 1996, the
consultant exercised 5,000 and 5,500 options respectively, and paid the
Corporation $15,750, and was issued 10,500 shares of Blue Jay's common stock.
The Corporation used the $15,750 to reduce its payables to Robert M. Bernstein
for expenses incurred on behalf of the Corporation.
As of May 10, 1996, no further options have been granted under Blue Jay's
1995 Stock Option Plan.
ITEM 3.
On January 16, 1988, the Corporation issued a $10,000, non-interest
bearing note payable for back salaries owed to the president of the
Corporation, Robert M. Bernstein. The note payable was due January 16, 1994,
and is in default, thus making it due immediately without demand or notice.
The note is convertible at any time, at the option of the payee, into the
Corporation's common stock at the par value at the time of conversion. On March
28, 1996, Mr. Bernstein converted $50 of the note payable into 50,000 shares of
the Corporation's common stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
From 1987 to 1995, no annual meeting of stockholders of the Corporation
was held. Delaware law specifies that an annual meeting of stockholders should
be held but provides no penalty for the failure of a corporation to do so. Since
the Company has not conducted significant business operations for the last
several years, the Corporation's directors and officers deemed that no annual
meeting was necessary or advisable. Given the Corporation's lack of funds, the
cost of an annual meeting was prohibitively expensive.
On February 1, 1996, in accordance with Section 228(a) of the General
Corporation Law of Delaware, the majority shareholder Robert M. Bernstein, who
held 332,153 shares of Common Stock of the Corporation, consented on behalf of
the Corporation's shareholders to the election of Robert M. Bernstein and Harvey
Kravetz as the Corporation's directors and approved the Board of Directors'
adoption of the Blue Jay Enterprises, Inc.'s 1995 Stock Option Plan. By
unanimous consent, these Directors then named Robert M. Bernstein as the
Corporation's Chief Executive Officer, President, and Chief Financial Officer
and named Harvey Kravetz as the Secretary of the Corporation.
In accordance with Section 228(d) of the General Corporation Law of
Delaware, the Corporation notified its nonvoting shareholders of the shareholder
action by consent electing directors and approving the 1995 Stock Option Plan.
15
<PAGE> 17
SIGNATURES
Pursuant to the requirements 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.
BLUE JAY ENTERPRISES, INC.
Date: ___________________________ ____________________________________
Robert M. Bernstein, President &
Chief Financial Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 50
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 50
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 50
<CURRENT-LIABILITIES> 23,324
<BONDS> 0
0
0
<COMMON> 724
<OTHER-SE> 4,814,162
<TOTAL-LIABILITY-AND-EQUITY> (23,274)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,341
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,341)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,341)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,341)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
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