UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: February 28, 1986
[ ] 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: 0-9798
Medical Monitors, Inc.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 95-2930683
----------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1990 Westwood Blvd., Penthouse, Los Angeles, CA 90025
------------------------------------------------------ ---------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 441-0090
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
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 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 [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part II of this Form 10-K or any amendments to this
Form 10-K. [X]
As of February 28, 1986, there were 33,917,120 shares of the Registrant's
Common Stock, $.01 par value, outstanding. The aggregate market value of shares
of Common Stock held by non-affiliates of the Registrant cannot be determined
since there has been no active trading market for such Common Stock during the
period covered by this report.
<PAGE>
MEDICAL MONITORS INC.
FORM 10-K/A
For The Fiscal Year Ended February 28, 1986
INDEX
Page
PART I
Item 1. Business ...................................................... 3
Item 2. Properties .................................................... 4
Item 3. Legal Proceedings ............................................. 4
Item 4. Submission of Matters to a Vote of Security Holders ........... 4
PART II
Item 5. Market for the Registrant's Common Equity and
Related Stockholder Matters ................................... 4
Item 6. Selected Financial Data ....................................... 4
Item 7. Management Discussion and Analysis of Financial
Condition and Results of Operations ........................... 4
Item 8. Financial Statements and Supplementary Data ................... 5
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure ...................................... 5
PART III
Item 10. Directors and Executive Officers of the Registrant ............ 11
Item 11. Executive Compensation ........................................ 12
Item 12. Security Ownership of Certain Beneficial
Owners and Management ......................................... 12
Item 13. Certain Relationships and Related Transactions ................ 13
PART IV
Item 14. Exhibits, Financial Statements Schedules and
Reports on Form 8-K ........................................... 14
Signatures .................................................... 15
Page 2
<PAGE>
PART I
Item 1. The Business
General
Medical Monitors, Inc. (the "Registrant"), is a corporation organized under
Delaware law in February, 1975. The Registrant previously developed an automated
electronic blood pressure measuring device that can be used by individuals to
measure their own blood pressure without training or assistance. The Registrant
has experienced significant operating losses since inception, and at February
28, 1986 had an accumulated deficit of $2,176,044. The Registrant has been
without any material funds to develop and expand its business since the Fall of
1981 when management determined that the Registrant should remain in an inactive
status pending the development of an improved AES Unit. No such improve of the
AES Unit was undertaken by the Registrant and the has been no active business
operations. Since that time, Harry Shuster, the sole officer and director of the
Registrant has personally financed the maintenance of the Registrant by making
non-interest bearing loans to the Registrant. There can be no assurance that Mr.
Shuster will be willing or able to continue personally finance the Registrant's
operations or maintenance of the Registrant in the future.
At present, the Registrant has no active business. The Registrant proposes
to combine with an existing, privately-held Registrant which is profitable and,
in management's view, has growth potential (irrespective of the industry in
which it is engaged). A combination may be structured as a merger,
consolidation, exchange of the Registrant's Common Stock for stock or assets or
any other form which will result in the combined enterprise's being a
publicly-held corporation. The Registrant will pursue a combination with a
Registrant or business enterprise that satisfies its combination suitability
standards by advertising in one or more newspapers or magazines to establish
contact with, or by otherwise contacting, selected privately-held companies
which are profitable and are believed to have growth potential. There are no
assurances that management of the Registrant will be able to locate a suitable
combination partner or that a combination can be structured on terms acceptable
to the Registrant.
Pending negotiation and consummation of a combination, the Registrant
anticipates that it will have limited business activities, will have no
significant sources of revenue and will incur no significant expenses or
liabilities. If expenses are incurred and funds are necessary the Registrant may
undertake a private placement of its common stock or borrow the necessary
capital from its officers and directors. Should necessary funds be available,
the Registrant will engage attorneys, accountants and/or other consultants to
evaluate and assist in completing a potential combination.
Capital Expenditures
The Registrant plans no significant expenditures.
Employees
The Company currently has one employee, Harry Shuster, who is the sole
officer and director of the Company. The Company is not a party to any
collective bargaining agreement.
Page 3
<PAGE>
Item 2. Properties
The Company owns no real property or other materially important physical
facilities. The Company uses offices maintained personally by Harry Shuster, the
sole officer and director of the Company, at no cost to the Company.
Item 3. Legal Proceedings
There are no material pending legal proceedings to which the Company is a
party or of which any of its property is subject.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders of the Company during
the fourth quarter of the fiscal year ended February 28, 1986, through the
solicitation of proxies, or otherwise.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
The Common Stock, $.01 par value, or the Company is very thinly traded in
over-the-counter market with the bid and ask ranging between $.01 and $.02.
There were approximately 1,746 holders of record of the Common Stock, $.0l
par value, of the Company as of February 28, 1986.
The Company has paid no cash dividends on its Common Stock, $.001 par
value, in the past and does not contemplate paying dividend in the foreseeable
future. Future declaration of dividends, if any, will be determined by the Board
of Directors in its discretion and will depend upon conditions then existing,
including the availability of funds, requirements for working capital
expenditures and debt retirement, general business condition and prospects, and
other factors. The General Corporation Law of the State of Delaware provides
that dividends may be declared and paid only out of surplus, as defined in such
statute, or it there is no such surplus, only out of net profits for the fiscal
year in which the dividend is paid and/or the preceding fiscal year. The Company
has no surplus, as defined in the statute, and has not had any net profits in
either of its last two fiscal years. Accordingly, any future dividends can only
be declared and paid out of current earnings, if any.
Item 6. Selected Financial Data
See the Financial Statements of the Registrant in Item 8.
Item 7. Management's Discussion And Analysis Of Financial Condition
and Results Of Operations
General
The Company has experienced severe working capital shortages during most of
the period since 1976, primarily because of its prolonged experience in its
research and development stage and its subsequent inability to obtain delivery
of product from its manufactured. The Registrant had been primarily a one
product company, engaged in the development of its automated electronic blood
pressure measuring device known as the AES Unit. Since February 28, 1985, the
Company has had no active business operations of any kind. All risk inherent in
new and inexperienced enterprises are inherent the Company's business.
Page 4
<PAGE>
The Company has not made a formal study of the economic potential of any
business. At the present, the Company has not identified any assets or business
opportunities for acquisition.
As of February 28, 1986, the Company has no liquidity and no presently
available capital resources, such as credit lines, guarantees, etc. and should a
merger or acquisition prove unsuccessful, it is possible that the Company may be
dissolved by the State of Nevada for failing to file reports, at which point the
Company would no longer be a viable corporation under Nevada law and would be
unable to function as a legal entity. Should management decide not to further
pursue its acquisition activities, management may abandon its activities asked
the shares of the Company would become worthless. However, the Company's
officers, directors and majority shareholder, have made an oral undertaking to
make loans to the Company in amounts sufficient to enable it to satisfy its
reporting requirements and other obligations incumbent on it as a public
company, and to commence, on a limited basis, the process of investigating
possible merger and acquisition candidates. The Company's status as a
publicly-held corporation may enhance its ability to locate potential business
ventures. The loans will be interest free and are intended to be repaid at a
future date, or when the Company shall have received sufficient funds through
any business acquisition. The loans are intended to provide for the payment of
filing fees,. professional fees, printing and copying fees and other
miscellaneous fees.
Based on current economic and regulatory conditions, Management believes
that it is possible. if not probable, for a company like the Company, without
assets or liabilities, to negotiate a merger or acquisition with a viable
private company. The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public". However, should any of these conditions change, it is
very possible that there would be little or no economic value for anyone taking
over control of the Company.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements
Page
Balance Sheets - for the Years ended February 28, 1986 and 1985.......... 6
Statement of Operations and Accumulated Deficit.......................... 7
Statement of Cash Flows.................................................. 8
Notes to Financial Statements............................................ 9-10
All other schedules are not submitted because they are not applicable or
not required or because the information is included in the financial statements
or notes thereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
Page 5
<PAGE>
MEDICAL MONITORS
BALANCE SHEETS
FEBRUARY 28, 1986 AND 1985
<TABLE>
<CAPTION>
ASSETS
1986 1985
(Unaudited) (Unaudited)
----------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ $ 803
Accounts Receivable 761
Inventory 2,925
----------- ------------
TOTAL CURRENT ASSETS 4,489
----------- ------------
PROPERTY AND EQUIPMENT - NET 2,002
----------- ------------
OTHER ASSETS
Patents, net 272,897
Deposits 1,120
----------- ------------
TOTAL OTHER ASSETS 274,017
----------- -------------
$ $ 280,508
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ $ 233,696
Notes payable (Note 3) 701,281 701,281
Accrued officer's salaries (Note 4) 299,547 299,547
----------- ------------
TOTAL CURRENT LIABILITIES 1,000,828 1,234,524
----------- ------------
SHAREHOLDERS' DEFICIENCY (Note 5)
Common stock-authorized 50,000,000 shares,
$.001 par value; issued & outstanding -
33,917,120 shares in 1986 and
39,417,120 shares in 1985 33,917 39,417
Additional paid-in capital 1,141,299 1,135,799
Accumulated deficit ( 2,176,044) ( 2,129,232)
----------- ------------
TOTAL SHAREHOLDERS' DEFICIENCY ( 1,000,828) ( 954,016)
----------- ------------
$ $ 280,508
============ ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 6
<PAGE>
MEDICAL MONITORS
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE YEARS ENDED FEBRUARY 28, 1986 AND 1985
<TABLE>
<CAPTION>
1986 1985
(Unaudited) (Unaudited)
----------- ------------
<S> <C> <C>
Revenues $ $ 14,992
Cost and expenses
Cost of Sales 3,580
General and administrative expenses 22,369
Assets and liabilities written - off ( 46,812)
----------- ------------
( 46,812) 25,949
Net income (loss) 46,812 (10,957)
Accumulated deficit, beginning of year (2,129,232) (2,118,275)
----------- ------------
Accumulated deficit, end of year (2,176,044) $ (2,118,275)
=========== ============
Net income (loss) per share $ - $ -
=========== ============
Weighted average number of common
shares outstanding 33,917,120 39,417,120
=========== ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 7
<PAGE>
MEDICAL MONITORS
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED FEBRUARY 28, 1986 AND 1985
<TABLE>
<CAPTION>
1986 1985
(Unaudited) (Unaudited)
----------- ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 46,812 $( 10,957)
Adjustment to reconcile net income(loss)
to net cash used in operating activities:
Depreciation 943
Changes in operating assets 10,783
Assets and liabilities written-off,
net of cash ( 47,615)
------------ ------------
CASH USED IN OPERATING ACTIVITIES ( 803) 769
------------ ------------
Purchases of property and equipment ( 654)
Deposits ( 28)
------------ ------------
CASH USED IN INVESTING ACTIVITIES ( 682)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
------------ ------------
NET INCREASE (DECREASE) IN CASH ( 803) 87
CASH, BEGINNING OF YEAR 803 716
------------- ------------
CASH, END OF YEAR $ - $ 803
============= ============
</TABLE>
See accompanying Notes to Financial Statements.
Page 8
<PAGE>
MEDICAL MONITORS
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 28, 1986 AND 1985
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Description of Business - Medical Monitors, Inc. (the "Company") was
incorporated in Delaware in February 1975. Initially, its purpose was to
develop and market blood pressure measuring devices. In April 1980, the
Company raised $884,000 from the initial public offering of its common
stock. Because the Company was unable to raised additional capital to
continue developing and marketing its product, in the Fall of 1981, it
ceased its operations. In 1986, the Company ceased making the required
public filings under the Securities and exchange Act of 1934, as amended.
The Board of Directors of the Company is currently investigating the
possibility of a new business direction and searching for viable
acquisition or merger candidates which would enable the Company to maximize
value to its shareholders.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Income Taxes - Income taxes are provided using the liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective
tax basis (i.e., temporary differences).
Net Income (Loss) Per Share - Net Income (loss) per share is calculated
using the weighted average number of common shares outstanding. Common
share equivalents are included to the extent they are dilutive.
2. GOING CONCERN.
The Company ceased its operations in the Fall of 1981. The Company's
ability to continue as a going concern will be dependent upon obtaining a
viable business through merger or acquisition. There can be no assurance
that the Company will be able to find a business to acquire or merge with.
3. NOTES PAYABLE.
Notes payable consisted of the following at February 28, 1986 and 1985:
1986 1985
----------- ----------
Non-interest bearing advances payable
To H. Shuster $ 84,865 $ 84,865
Non-interest bearing notes payable
to Loma Vista, Ltd. 379,833 379,833
Page 9
<PAGE>
Non-interest bearing note payable
to Ambitex Company 175,000 175,000
Non-interest bearing note payable
to Abe Lichowsky 40,833 40,833
Non-interest bearing note payable
to European Diamond trading Corporation 20,750 20,750
----------- ---------
$ 701,281 $701,281
=========== =========
A portion of the notes payable to Loma Vista, Ltd. In the amount of
$304,000 is secured by all assets of the Company. Harry Shuster, the
President of the Company, is the sole general partner of Loma Vista, Ltd.
Harry Shuster is an officer and majority shareholder of European Diamond
Trading Corporation.
All of the above notes are in default.
4. ACCRUED OFFICER'S SALARIES.
Accrued officer's salaries consisted of amounts due Harry Shuster under his
employment agreement which expired in December 1981.
5. SHAREHOLDERS' DEFICIENCY.
During the year ended February 28, 1986, the Company settled a litigation
with Vortech Sciences, Inc. which resulted to the return to the Company of
5,500,000 shares of the Company's common stock held in the name of Vortech
Sciences, Inc. for cancellation
Page 10
<PAGE>
PART III
Item 10. Directors and Executive officers of the Registrant.
The following table sets forth certain information concerning the Directors
and executive officers of the Company..
A
Age Principal Occupation and all Director
Name Positions With the Company Since
- -------------------------------------------------------------------------------
Harry Shuster Director and Chief Executive Officer 1975
President, Secretary and Chief
Financial Officer 1986
Harry Shuster is a founder of the Company and has been its Chairman of the
Bard, President and a Director since its inception in February, 1975. Mr.
Shuster was also Treasurer of the Company until August, 1981. In 1967, Mr.
Shuster founded Lion Country Safari, Inc. a publicly-held corporation whose
Common Stock is registered under Section 12(g) of the Securities Exchange Act of
1934, which operates an African wildlife preserve and theme amusement park in
Irvine, California. Mr. Shuster has served as Lion Country Safari, Inc.'s chief
executive officer and a director since 1967, in which capacity he has directed
the marketing and promotional efforts relating to the Lion Country Safari
operations. Since :March, 1976, Mr. Shuster has served under a consulting
agreement which does not require his full-time services in such capacities for
Lion Country Safari, Inc. It is estimated that approximately 20% of Mr.
Shuster's business working hours were devoted to his position as Chief Executive
Officer of the Company during the fiscal year ended February 28, 1985. Since the
Company moved into an inactive status in late 1981, Mr. Shuster has only spent
so much of his time on the business and affairs of the Company as his duties as
Chief Executive Officer have required. Accordingly, Mr.. Shuster's services to
Lion Country Safari Inc. have occupied more and more of his working time and,
from time-to-time will likely continue to restrict the amount of time which Mr.
Shuster can make available to the Company's business. See "Management
Compensations" and "Certain Relationships and Related Transactions" in items 11
and 13, respectively, of this Annual Report on Form 10-K. Mr. Shuster is an
attorney admitted to the Supreme Court of South Africa
The present term of each Director will expire at the time of the next
Annual Meeting of Stockholders of the Company. Executive officers are elected
each year at the Annual Meeting of the Board of Directors held immediately
following the Annual Meeting of Stockholders and hold office until the next
Annual Meeting of the Board of Directors or until their successors are duly
elected and qualified. The Company has held no Annual Meeting of Shareholders
since August 26, 1980.
There are no arrangements or understandings known to the Company between
any of the Directors or executive officers of the Company and any other person
pursuant to which any of such persons was or is to be selected as a Director or
an executive officer. There are no family relationships between any Director or
executive officer and any other Director or executive officer of the Company.
The Board of Directors has held no formal meetings since 1983. The Company
has no standing audit, nominating or compensation committees of the Board of
Directors.
Page 11
<PAGE>
Item 11. Management Compensation
Management Compensation
No officer or Director of the Company either received or had accrued on the
books of the Company any remuneration with respect to the fisca1 year ended
February 28, 1986.
There was no health or life insurance provided to officers or Directors by
the Company which discriminates in favor of officers or Directors and which is
not available generally to all salaried employees of the Company. The Company
has no employee incentive, bonus or benefit plans, profit sharing plans,
retirement plans, deferred compensation plans or similar arrangements. No fees
are paid Directors for attendance at meetings of the Board of Directors,
although out-of-pocket expenses incurred in connection therewith are reimbursed.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to all
persons, or groups of persons, known by the Company to own beneficially more
than five percent of the Common Stock, $.01 par value, of the Company, its only
outstanding class of voting securities, and as to the beneficial ownership
thereof of the Directors of the Company, individually, and all Directors and
officers as a group, all as at February 28, 1986.
Name and Address of Amount and Nature or
Beneficial Owner (a) Beneficial Ownership Percentages(b)
- -------------------- -------------------- --------------
Loma Vista, Ltd.
c/o Harry Shuster
1900 Westwood Blvd.
Los Angeles, California 90025 3,318,985 (c) 10.21%(c)
Richard Weisman
16200 Ventura Blvd.
Suite 201
Encino, California 91436 2,631,745 (d) 7.75%(d)
Alvin Cassel 280,000 (e) .8%(e)
All officers and Directors as
A Group (One person) 3,318,985 (f) 10.21%(f)
- ----------------
(a) Addresses are shown only for the beneficial owners of at least
five-percent of the Common Stock of the Company.
(b) Percentages are determined on the basis of 33,917,120 shares of
outstanding Common Stock.
(c) Loma Vista Ltd. is a limited partnership of which Harry Shuster,
Chairman of the Board, President and Chief Executive Officer of the Company, is
the general partner and through which Mr. Shuster has an interest in shares of
the Company's Common Stock. A portion of the shares originally issued to Loma
Vista, Ltd. were subsequently distributed to several of its limited partners.
All of the shares now owned by Loma Vista, Ltd. are allocated to Mr. Shuster's
general partner's interest in such limited partnership.
Page 12
<PAGE>
(d) Mr. Weisman, a former Director of the Company, holds 545,106 of these
shares directly, 86,000 as executor of his father's estate, and a total of
800,151 shares as trustee for his adult sons. As to all of these shares, Mr.
Weisman can be said to have sole investment and voting power. The remaining
shares are owned by Mr. Weisman's wife, sister and mother and Mr. Weisman
disclaims any beneficial ownership thereof.
(e) 110,302 of these shares are owned by Mr. Cassel directly, and the
balance of 169,698 shares are owned of record by members of his immediate
family.
(f) Includes shares owned by Loma Vista, Ltd.
PART IV.
Item 13. Certain Relationship and Related Transactions.
The following table outlines certain information with respect to
obligations of the Company to its present principal stockholders and their
affiliates as of February 28, 1986.
Accrued
Purchase Loans for Total Due
AES to the Services February
Obligee Rights Company Rendered 28, 1986
- ------------------------------------------------------------------------------
Loma Vista, Ltd. $ 75,833(1) $304,000 (1) $ - $379,833
Ambitex Company 175,000 175,000
Abe Lichowsky 40,833 - 40,833
European
Diamond Trading
Corporation (2) 20,750 20,750
Harry Shuster 84,865 - 84,865
- ------------------------------------------------------------------------------
$291,666 $409,615 $299,547 $1,000,828
======== ======== ======== ==========
(1) This note is secured by a pledge of all assets of the Company. These
notes are presently in default, but payment "thereof has not been demanded by
Loma Vista, Ltd. See Note 3 of "Notes to Financial Statements".
(2) These demand notes are payable to European Diamond Trading Corporation,
a corporation controlled by Harry Shuster, Chairman of the Board, President and
Chief Executive Officer of the Company.
All of the above notes are in default.
Page 13
<PAGE>
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
(a) Documents filed as a part of this report:
(1) Financial Statements of the Registrant. set forth under Item 8 are
filed as part of this report.
(2) The Financial Statement Schedules other than those listed above have
been omitted because they are either not required, not applicable, or the
information is otherwise included.
(b) Information filed as part of this report from Form 8-K:
(1) No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
Page 14
<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.
MEDICAL MONITORS, INC.
(Registrant)
Date: March 6, 1998 /S/ Harry Shuster
------------------------------
By: Harry Shuster
Its: President, Secretary and
Chief Financial Officer
Page 15
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> FEB-28-1986
<PERIOD-START> MAR-01-1995
<PERIOD-END> FEB-28-1986
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1,000,828
<BONDS> 0
0
0
<COMMON> 33,917
<OTHER-SE> 1,141,299
<TOTAL-LIABILITY-AND-EQUITY> (1,000,828)
<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> 46,812
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
