<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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 SEPTEMBER 30, 1998 WAS 1,240,000.
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.
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
several potential acquisition candidates. Of these, a letter of intent had been
signed with Ria-Mar, Inc. ("Ria-Mar") of Houston, Texas, and negotiations
continue with others. Ria-Mar in the marketing and sub-leasing office space and
secretarial services in Texas. Expected consideration for the purchase is
$375,000. At this time, the Company has been unable to
<PAGE> 3
complete its audit of the proposed acquisition but has serious questions
concerning Ria-Mar's historical accounting practices. The Company presented
questions regarding these practices with Ria-Mar's President and sole
shareholder Timothy B. Wright. Subsequently, Mr. Wright called for the end of
all negotiations surrounding Ria-Mar's acquisition by the Company. No reasonable
explanation has been given to the Company concerning Mr. Wright's actions and to
date Mr. Wright has refused to discuss with the Company or Management the matter
of the consulting agreement and advance of funds afforded to him as part of this
acquisition. The Consulting Agreement is for information systems consulting,
transitional training and remuneration for personal loans advanced to the
proposed Ria-Mar subsidiary. The Company had advanced 25,000 shares of free
trading Treasury Stock having a market value in excess of $50,000.00. The
Company only had to reconstruct Ria-Mar's books from November 1997 to date by
examining Ria-Mar's historical financials and bank statements. It also had to
complete an audit by mid August 1998 or as soon as possible. At the completion
of the audit, the Company only had to transfer to Mr. Wright a number of Company
shares equal to the value of $325,000.00. As of June 30th, 1998 the Company has
been instructed by Mr. Wright that he has sold the 25,000 free trading shares
that were advanced to him in anticipation of this merger in the open market.
Management does not know of any other reason other than the questioning of Mr.
Wright regarding Ria-Mar's past financial practices that could have derailed
this merger. This matter has been forwarded to counsel for review and management
will make every reasonable effort to collect the funds advanced to Mr. Wright.
As of this date, the Company has learned that Ria-Mar has lost its
lease, at the Chase Tower, due to its inability to continue its operations.
Management has been informed that Ria-Mar will cease all operations at the Chase
Tower as of November 30th, 1998 and released most of its employees. They have
notified all of their tenants that they no longer have the ability to operate.
The Company will take all necessary means to collect its advanced acquisitions
funds and resolve this matter. The management still believes that the executive
suite industry has great growth potential and will continue to entertain any
proposals or acquisitions that it finds in the industry.
The Company initiated discussions with MG Trade & Finance regarding the
purchase of certain non-performing notes, mortgages and liens that MG owned on a
non-operating 14,000 barrels a day refinery in Longview, Texas. The Management
believed that the 500,000 barrels of storage capacity could be used in a
blending and storage terminal for petroleum products. The Company carried on
discussions with several marketing and transportation companies in regard to
this potential, including Koch Industries, The Williams Companies and Plain
Resources. Although there was some interest shown for this project, the Company
has not been able to adequately access the full viability of such an endeavor.
The Letter of Interest and Intent was for only 30 days and the Company did not
feel that it was enough time to properly access the environmental liability and
to have a proper due diligence of the proposed transaction. Although the
exclusive purchasing period has expired, the Company has not completely closed
its due diligence of the transaction and has reserved the right to continue its
talks with MG concerning the Longview opportunity and will pursue it if it makes
economic sense.
The Company ended its negotiations with Evans Systems, Inc., Evans is a
NASDAQ: NMS traded petroleum products distribution company (symbol EVSI) with
1997 revenues in excess of $150 million. Management believed that it had
negotiated a successful Letter of Intent with Evans Management, but withdrew
<PAGE> 4
its offer of $3.86 a share when for reasons still unknown to this date Evans
market capitalization increased dramatically. On the final day of negotiations
for the Letter of Intent, Evans stock traded for approximately $1 per share. By
the time the Company withdrew its merger offer, the stock had increased in value
in excess of 350%. The Company was not given any explanation for this increase
from the Evans Management and felt that news of the pending buyout had somehow
made it into the market place. The Company and Evans Management has agreed to
future talks if warranted. As of this date, the Evans stock trades greater than
$8.00 per share, the Management in its opinion sees no significant change in
Evans operations to justify this dramatic increase in value. The Management does
not believe at this time that negotiations will be resumed.
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.
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.
(1) Balance Sheet-for the Period Ended September 30,
1998...............................................7
Income Statement for the Period Ended September 30,
1998.............................................8
Notes to Financial Statements as of September 30,
1998..............................................9
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.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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.
<PAGE> 6
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.
(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.)
(c) Financial Statement Schedules.
No schedules are required as all information required has been
presented in the audited financial statements.
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.
<PAGE> 7
<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>
<TABLE>
<CAPTION>
UNICORP, INC.
BALANCE SHEET
SEPTEMBER 30, 1998
(UNAUDITED)
----------
ASSETS
<S> <C>
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 SEPTEMBER 30, 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. Inter-company
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.
<PAGE> 9
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.
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.
Loss Carry Forward Expirations
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)
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.
<PAGE> 10
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:
1997
-----------
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
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
The exhibits indicated by an asterisk (*) are incorporated by
reference.
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
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.
<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 September 30, 1998 and 1997 and the years ended
December 31, 1997, 1996 and 1995.
THREE MONTHS ENDED MAR. 31, YEAR ENDED DECEMBER 31,
- --------------------------- ---------------------------------------
1998 1997 1997 1996 1995
- ---- ---- ---- ---- ----
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
1,240,000* 16,377,951 16,377,951 16,377,951 16,377,951
Common Stock equivalents
- --------- ---------- ---------- ---------- ----------
Total shares of Common Stock and
Common Stock equivalents
1,240,000 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-
- ---------------------------
* 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.
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MARCH 31
INCOME STATEMENTS AND BALANCE SHEET AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH 1ST QUARTER FILINGS
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1998
<PERIOD-END> SEP-30-1998
<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> 1,240,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
