<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _________ TO ___________
COMMISSION FILE NUMBER: 2-73389
UNICORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 75-1764386
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
600 TRAVIS, SUITE 6500 77002
HOUSTON, TEXAS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 229-9100
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
--- ---
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE REGISTRANT'S CLASSES OF
COMMON STOCK, AS OF MARCH 31, 1998 WAS 1,040,000.
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The information required by this Item 1 appears on pages 7 through 9 of
this Report, and is incorporated herein by reference.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following is a discussion of the Company's financial condition and
results of operations. This discussion should be read in conjunction with the
Financial Statements of the Company described in Item 1 of this Report.
Statements contained in this "Management's Discussion and Analysis of Financial
Conditions and Results of Operations," which are not historical facts may be
forward-looking statements. Such information involves risks and uncertainties,
including those created by general market conditions, competition and the
possibility that events may occur which could limit the ability of the Company
to maintain or improve its operating results or execute its primary growth
strategy. Although management believes that the assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could be
inaccurate, and there can therefore be no assurance that the forward-looking
statements included herein will prove to be accurate. The inclusion of such
information should not be regarded as a representation by management or any
other person that the objectives and plans of the Company will be achieved.
Moreover, such forward-looking statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from those
projected. Readers are cautioned not to place undue reliance on these
forward-looking statements that speak only as of the date hereof.
General. Management intends for the Company to proceed in its efforts
to expand holdings through the purchase of existing, profitable, private,
companies where there is a demonstrable gain in productivity through the
minimization of general and administrative costs which are duplicative.
Management will seek to implement a capital structure which affords the greatest
flexibility for future acquisitions while maintaining an adequate base of equity
to cushion against fluctuations in the business cycle. It is the belief of
management that numerous opportunities for vertical expansion in the energy,
refining and petrochemical business are available. Many smaller oil companies,
private fuel distributors and convenience store operators are available near
current acquisition candidates, and given the proper capital structure, could
enhance the worth and viability of the Company.
A public relations agreement had been signed with Jaz Bermaine &
Company to provide public relations and market exposure for the Company.
Currently, this agreement has been terminated by the firm due to a change in
strategic direction. The Company is currently interviewing several public
relations firms that specialize in exploration and production. It is expected
that the Company will be traded on the OTC Bulletin Board until such time as the
Company can qualify for a listing on a different exchange.
Pending Acquisitions. As of the end of 1997, the Company had examined
nine potential acquisition candidates. Of these, a letter of intent had been
signed with Sellers Petroleum Products, Inc. ("Sellers") of Yuma,
<PAGE> 3
Arizona, and talks continue with the others. Sellers engages in the marketing
and distribution of refined petroleum products in Arizona and California.
Expected consideration for the purchase was $7,000,000. At this time, the
Company has been unable to obtain financing to complete this acquisition and
talks have terminated until further notice. The Company had also elected to
pursue an agreement to purchase a refinery located at the Valverde refurbishment
facility in Houston, Texas and a refinery and site, located in Nixon, Texas. At
this time, the Company has been unable to obtain financing to complete this
acquisition and talks have terminated until further notice. The Company
continues its search for undervalued private and public entities in related
businesses. Meetings with several investment banking relationships have been
held pursuant to financing for these anticipated purchases, but the Company's
asset base bulletin board listing and the down swing in the energy market have
made it difficult if not impossible to obtain proper financing at this time.
Management expects that acquisitions will expand the business of the
Company through the acquisition of an established, growing energy business in
the southwestern United States. Management is of the opinion, that the purchase
of energy, refining, and distribution facilities in Texas will limit the
Company's reliance upon outside refiners for refined petroleum products.
Fluid Catalytic Catalyst. Pursuant to an Asset Purchase Agreement, the
Company intended to purchased from Equitable Assets Incorporated approximately
58,000 tons of fluid catalytic catalyst (Zeolite), which is used in the
refining, agriculture, water purification, turf management, and air purification
markets, in exchange for 420,000 shares of the Company's Class A Common Stock
and $5,800,000 of $100 Par Series A Callable Preferred Stock. At the time of the
execution of the Asset Purchase Agreement, the Company did not have in place the
requisite capital structure to conclude the sale and purchase. Consequently, the
Company was amend its capital structure to provide the requisite capital stock.
The proposed purchase price for the Zeolite is approximately $175 per ton. The
current market price for Zeolite ranges from $300 to $1,100 per ton. The Company
was to sell 20,571 tons of the Zeolite to Equitable Assets, Inc. in exchange for
notes and commercial paper equaling $5,000,000, or $243 per ton. Management
would have examined the wholesale markets to find customers who might be
consistent purchasers for its remaining inventory of fluid catalytic catalyst.
The material could have been tested to determine its efficacy in any refinery
that the Company may purchase. Due to the inability of the Company to receive
adequate assurances by the principles of Equitable Assets that the notes, and
the FCC Catalyst could be properly delivered to the Company and due to the fact
that the Company never received a properly executed assignment of the assets in
question, the Board of the Company voted not to execute this agreement and did
not give approval for the proposed transaction. The agreement was subject to the
Company's Board approval and to Equitable executing payment on its notes on a
quarterly basis. Without the approval, and without all the proper documents
needed to close this transaction the Company has no choice but to cancel this
transaction and restate its assets on its Balance Sheets.
Liquidity and Capital Resources. In order to complete any acquisitions,
the Company will require additional funding. Management believes funding might
be available sometime in the future through investment bankers who have
expressed an interest in providing equity and debt funding. There can be no
assurance as to the availability or terms of this financing.
<PAGE> 4
Certain transactions may require the Company to incur additional debt,
and the degree to which the Company may be leveraged could have important
consequences, including the following: (i) the possible impairment of the
Company's ability to obtain financing in the future for potential acquisitions,
working capital, capital expenditures or general corporate purposes; (ii) the
necessity for a substantial portion of the Company's cash flow from operations
to be dedicated to the payment of principal and interest on its indebtedness;
(iii) the potential for increased interest expense due to fluctuations in
interest rates; and (iv) the potential for increased vulnerability of the
Company to economic downturns and possible limitation of its ability to
withstand competitive pressures. The Company's ability to meet its debt service
obligations will be dependent upon the Company's future performance, which will
be subject to general economic conditions and to financial, business and other
factors affecting the operations of the Company, many of which are beyond its
control.
Results of Operations. The Company has generated no revenues between
1991 and December 31, 1997, and has had no activity between 1992 and December
31, 1997. Since January 1, 1998, the Company has performed due diligence
analysis on several proposed acquisitions. Outside consultants specializing in
petroleum marketing were retained to analyze Sellers Petroleum Products, Inc.
and the markets in which its does business.
Additionally, since January 1, 1998, significant effort has been
expended on bringing the Company into compliance with all of its required
filings pursuant to the Securities Exchange Act of 1934, as amended. The Company
has also negotiated potential financing with respect to six potential
acquisitions representing in excess of $700 million in revenues in 1998,
although no such financing or acquisitions have yet been consummated.
Since January 1, 1998, expenditures have been primarily related to
research and analysis of potential acquisitions of companies operating in the
Southwestern United States.
<PAGE> 5
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Documents Filed with this Report.
<TABLE>
<S> <C>
(1) Balance Sheet-for the Period Ended March 31, 1998...............................................7
Income Statement for the Period Ended March 31, 1998............................................8
Notes to Financial Statements as of March 31, 1998..............................................9
</TABLE>
All schedules have been omitted since the information required to be
submitted has been included in the financial statements or notes or has been
omitted as not applicable or not required.
(2) Exhibits--
The exhibits indicated by an asterisk (*) are incorporated by
reference.
<TABLE>
<CAPTION>
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
<S> <C>
3(a)* Articles of Incorporation of Texoil, Inc. filed on May 8, 1981
with the Secretary of State of Nevada, described in the
Registration Statement on Form S-2 of the Registrant effective
October 13, 1981. Commission File No. 2-73389.
3(b)* Certificate of Amendment to Articles of Incorporation of Texoil,
Inc. filed on October 10, 1989 with the Secretary of State of
Nevada, described in Form 10-KSB for the year ended December 31,
1997, filed March 6, 1998. Commission File No. 2-73389.
3(c)* Bylaws, as Amended January 20, 1998, described in Form 10-KSB for
the year ended December 31, 1997, filed March 6, 1998. Commission
File No. 2-73389.
10(a)* Agreement and Plan of Reorganization dated December 15, 1997 by
and between UNICORP, Inc., The Laissez-Faire Group, Inc., and L.
Mychal Jefferson II with respect to the exchange of all of the
shares owned by L. Mychal Jefferson II in The Laissez-Faire
Group, Inc. for an amount of shares of UNICORP, Inc. equal to 94
percent of the issued and outstanding shares of its capital
stock, described in Exhibit "1" to Form 8-K for the Registrant
dated February 13, 1998 and filed February 18, 1998. Commission
File No. 2-73389.
10(b)* Agreement of Purchase and Sale of Assets effective as of January
1, 1998 by and between UNICORP, Inc. and Equitable Assets
Incorporated with respect to purchase of 58,285.71 tons of
Zeolite for shares UNICORP, Inc., described in Exhibit "1" to
Form 8-K for the Registrant dated April 9, 1998 and filed April
10, 1998. Commission File No. 2- 73389.
10(c)* Option to Acquire the Outstanding Stock of Whitsitt Oil Company,
Inc. effective as of January 1, 1998 by and between UNICORP, Inc.
and AZ Capital, Inc., described in Exhibit "2" to Form 8-K for
the Registrant dated April 9, 1998 and filed April 10, 1998.
Commission File No. 2-73389.
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K.
(1) Current Report on Form 8-K for the Company dated February 13,
1998 and filed February 18, 1998, Commission File No. 2-73389,
reporting the acquisition of The Laissez-Faire Group, Inc.
(Item 1. Changes in Control of Registrant, Item 2. Acquisition
of Assets, and Item 5. Other Events - Reverse Split.)
(2) Current Report on Form 8-K/A for the Company dated
February 13, 1998 and filed April 20, 1998, Commission File
No. 2-73389, reporting the acquisition of The Laissez-Faire
Group, Inc. (Item 1. Changes in Control of Registrant, Item 2.
Acquisition of Assets, and Item 5. Other Events - Reverse
Split.)
(3) Current Report on Form 8-K for the Company dated April 9,
1998 and filed April 10, 1998, Commission File No. 2-73389,
reporting the acquisition of 58,285.71 tons of Zeolite from
Equitable Assets Incorporated, and 871,000 shares of the Class
A Common Stock of AZ Capital, Inc. (Item 2. Acquisition or
Disposition of Assets.)
(c) Financial Statement Schedules.
No schedules are required as all information required has been
presented in the audited financial statements.
<PAGE> 6
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.
UNICORP, INC.
By /s/ L. Mychal Jefferson II
----------------------------------
L. Mychal Jefferson II, President
November 12, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ L. Mychal Jefferson II Chief Executive Officer, November 12, 1998
- ---------------------------------- President, Secretary, Chief
L. Mychal Jefferson II Financial Officer, and Director
/s/ Azie Taylor Morton Director November 12, 1998
- ----------------------------------
Azie Taylor Morton
/s/ Reginald V. Williams Director November 12, 1998
- ----------------------------------
Reginald V. Williams
</TABLE>
<PAGE> 7
UNICORP, INC.
BALANCE SHEET
MARCH 31, 1998
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS
Current Assets:
Cash 0
Total Current Assets 0
Property, Plant & Equipment 0
Total Assets 0
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 7,500
------------
Total Current Liabilities 7,500
Stockholders' Equity:
Common Stock 163,780
50,000,000 shares authorized, 16,377,951
issued and outstanding, par value $0.01
Paid In Capital 2,932,474
Retained Earnings (deficit) (Notes 9 & 10) $(3,103,754)
------------
Total Liabilities & Stockholders' Equity 0
</TABLE>
THE ACCOMPANYING NOTES ARE AND INTEGRAL PART OF THIS FINANCIAL STATEMENT
<PAGE> 8
UNICORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENT
AS OF MARCH 31, 1998
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Financial Statement Presentation. The consolidated financial statement
includes the accounts of the Company and its subsidiaries. Intercompany
transactions and accounts are eliminated.
Cash Equivalents. Holdings of highly liquid investments with maturity of three
months or less when purchased are considered to be cash equivalents.
Inventories. Inventories are valued at the lower of cost or market.
Property, Plant, and Equipment. Property, plant, and equipment are valued at
cost less depreciation and amortization. Depreciation and amortization are
primarily accounted for on the straight-line method based on estimated useful
lives. Betterment's and large renewals, which extend the life of the asset, are
capitalized whereas maintenance and repairs and small renewals are expensed as
incurred.
Sales. Income is recognized in the financial statements (and the customer
billed) when products are shipped.
Income Taxes. The Company uses the asset and liability method as identified in
SFAS 109, Accounting for Income Taxes.
Estimates. 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 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.
Earnings Per Share. Primary Earnings Per Share are based upon 16,377,951
weighted average shares of common stock outstanding. No effect has been given to
common stock equivalents since none are outstanding.
In February 1997, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 128 Earnings Per Share
effective for financial statement periods ending after December 15, 1997. This
statement specifies the computation, presentation, and disclosure requirements
for earnings per share for entities with publicly held common stock or potential
common stock.
NOTE 2. OPERATIONS AND SUBSIDIARIES
The company was incorporated in the State of Nevada on May 8, 1988, the
Stockholders voted to change the name to "Unicorp, Inc." In 1992, the Company
ceased active operations; However, the president personally continued to pay
state corporate fees to keep the corporations in good standing. During its
active life, the Company was an oil and gas operator and a medical insurance
claims processor through its wholly owned subsidiaries.
The Company owns one (1) subsidiary: Med-X Systems, Inc. (90% owned), and has
evidence of ownership of three (3) additional subsidiaries: The Laissez-Faire
Group, Inc. Texas Nevada Oil & Gas Company, and Whitsitt Oil Company, Inc. All
are currently inactive with no known assets or liabilities. Whitsitt Oil & Texas
Nevada continued to operate for a period after the parent ceased day to day
operations. The oil and gas operations were liquidated and the proceeds as well
as income from the oil & gas leases was used to pay accounts payable and day to
day operating expenses.
<PAGE> 9
Since the subsidiaries were inactive and the oil and gas operations have
previously been liquidated, the subsidiaries are given no value in the financial
statements. The Company has not been able to locate stock certificates
evidencing ownership of two of its subsidiaries: Whitsitt Oil Company, Inc. and
Texas Nevada Oil & Gas Company. The Company will take the necessary actions in
the future to prove ownership of these subsidiaries.
NOTE 3. INCOME TAXES
The Company uses the accrual method of accounting for tax and financial
reporting purposes. At, December 31, 1997, the Company had net operating loss
carry forwards for financial and tax reporting purposes of approximately
$3,000,000. these carry forwards expire through the year 2005, and are further
subject to provisions of the Internal Revenue Code, Section 382. Pursuant to
Statement of Financial Accounting Standards No. 109, the Company has recognized
a deferred tax asset attributable to the net operating loss carryover, which has
been fully offset by a valuation allowance in the same amount.
<TABLE>
<CAPTION>
Loss Carry Forward Expirations
<S> <C>
1998 $ 619,398
1999 $ 483,096
2000 $ 442,083
2001 $ 280,604
2002 $ 238,837
2003 $ 377,905
2004 $ 353,886
2005 $ 91,588
----------
$2,887,397
Valuation allowance ($2,887,397)
</TABLE>
NOTE 4. RELATED PARTY TRANSACTIONS
Before ceasing daily operations, the former President advanced funds to the
Company to cover operating expenses. These funds are not reflected on the
balance sheet as a note payable. Additionally, the former President has advanced
personal funds on the Company's behalf to keep the Company and Subsidiary
Corporations in "good standing" with State authorities. These advances were
forgiven in 1991.
NOTE 5. STOCKHOLDERS' EQUITY
At December 31, 1997, the number of authorized and issued Common Shares
outstanding and the related par value and dividends paid are as follows:
<TABLE>
<CAPTION>
1997
-----------
<S> <C>
Common Stock authorized 50,000,000
Common Stock issued 16,377,951
Common Stock outstanding 16,377,951
Common Stock, per share par value $ 0.01
Cash dividends paid on common stock 0
</TABLE>
<PAGE> 10
NOTE 7. YEAR 2000 ISSUES
The Company currently has no computer systems. It is anticipated that any
future purchases of computer hardware or software will be evaluated to
eliminate any potential Year 2000 problems. The Year 2000 Issue is the result of
computer programs being written using two digits rather than four to define the
applicable year. Any programs that have time-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result in
a major system failure or miscalculations.
NOTE 8. OMISSION OF INCOME STATEMENT AND STATEMENT OF CASH FLOWS
The Company has not had any business activity since 1991. Expenses advanced by
the former President were nominal and were advanced to keep the Company and its
Subsidiaries current with the respective State Government authorities. Since
there was no income, only nominal expenses, which were advanced by a related
party; the Income Statement, and Statement of Cash Flows has been omitted from
this presentation.
NOTE 9. MINORITY INTEREST IN MED EX
The Company's Subsidiary, Med Ex, operated for one year (1988) and contributed
approximately $25,160 of positive net income to the Company's retained earnings
for that year. The ten-percent minority interest amounts to $2,516 and is deemed
not material to the financial statement.
NOTE 10. GOING CONCERN ISSUES
The accompanying financial statement was prepared assuming that the Company
would begin new operations as a going concern. The Company has a history of
operating losses during the period 1988 through 1992; and, as of the balance
sheet date, has no business activity. Although management has made commitments;
and agreements have been entered into subsequent to the balance sheet date (see
note 5), no assurance can be given that the new "start up" will be successful.
If the agreements and commitments, which have been made by management, are not
completed during 1998, the Company will have no on-going business activities or
operations.
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
- ----------- -------------------------
<S> <C>
3(a)* Articles of Incorporation of Texoil, Inc. filed on May 8, 1981
with the Secretary of State of Nevada, described in the
Registration Statement on Form S-2 of the Registrant effective
October 13, 1981. Commission File No. 2-73389.
3(b)* Certificate of Amendment to Articles of Incorporation of Texoil,
Inc. filed on October 10, 1989 with the Secretary of State of
Nevada, described in Form 10-KSB for the year ended December 31,
1997, filed March 6, 1998. Commission File No. 2-73389.
3(c)* Bylaws, as Amended January 20, 1998, described in Form 10-KSB for
the year ended December 31, 1997, filed March 6, 1998. Commission
File No. 2-73389.
10(a)* Agreement and Plan of Reorganization dated December 15, 1997 by
and between UNICORP, Inc., The Laissez-Faire Group, Inc., and L.
Mychal Jefferson II with respect to the exchange of all of the
shares owned by L. Mychal Jefferson II in The Laissez-Faire
Group, Inc. for an amount of shares of UNICORP, Inc. equal to 94
percent of the issued and outstanding shares of its capital
stock, described in Exhibit "1" to Form 8-K for the Registrant
dated February 13, 1998 and filed February 18, 1998. Commission
File No. 2-73389.
10(b)* Agreement of Purchase and Sale of Assets effective as of January
1, 1998 by and between UNICORP, Inc. and Equitable Assets
Incorporated with respect to purchase of 58,285.71 tons of
Zeolite for shares UNICORP, Inc., described in Exhibit "1" to
Form 8-K for the Registrant dated April 9, 1998 and filed April
10, 1998. Commission File No. 2- 73389.
10(c)* Option to Acquire the Outstanding Stock of Whitsitt Oil Company,
Inc. effective as of January 1, 1998 by and between UNICORP, Inc.
and AZ Capital, Inc., described in Exhibit "2" to Form 8-K for
the Registrant dated April 9, 1998 and filed April 10, 1998.
Commission File No. 2-73389.
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
</TABLE>
<PAGE> 1
EXHIBIT 11
COMPUTATION OF PER SHARE EARNINGS
The table below presents information necessary for the computation of
loss per share of the Common Stock, on both a primary and fully diluted basis,
for the three months ended March 31, 1998 and 1997 and the years ended December
31, 1997, 1996 and 1995.
<TABLE>
<CAPTION>
THREE MONTHS ENDED MAR. 31, YEAR ENDED DECEMBER 31,
--------------------------- -------------------------------------
1998 1997 1997 1996 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net loss applicable to shares of
Common Stock and Common
Stock equivalents $ -0- $ -0- $ -0- $ -0- $ -0-
Average number of shares of
Common Stock outstanding 1,040,000* 16,377,951 16,377,951 16,377,951 16,377,951
----------- ------------ ------------ ------------ ------------
Common Stock equivalents
Total shares of Common Stock and
Common Stock equivalents 1,040,000 16,377,951 16,377,951 16,377,951 16,377,951
=========== ============ ============ ============ ============
Primary and fully diluted loss per
share of Common Stock $ -0- $ -0- $ -0- $ -0- $ -0-
</TABLE>
- ---------------------------
* After allowing for a 273 to 0ne reverse split which occurred on January 20,
1998.
Common Stock equivalents are considered anti-dilutive because of the
net losses incurred by the Company.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<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> 1,040,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 65
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (65)
<INCOME-TAX> 0
<INCOME-CONTINUING> (65)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (65)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
