U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13
OF THE SECURITIES EXCHANGE ACT
For the Fiscal Year Ended December 31, 1997
Commission File No. 2-90539
Datalink Capital Corporation
Name of Small Business Issuer in its Charter)
Florida 211 West Wall, Midland, Texas 79701 59-2262718
- --------------- ----------------------------------- ----------
State or Other Address of Principal Executive (I.R.S.Identification No.)
Jurisdiction of Office Including Zip Code
incorporation
(915) 682-1761
(Registrant's telephone number, including area code)
Securities Registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on
which Registered
None None
Securities Registered Under Section 12(g) of the Exchange Act: Common stock,
$.0001 par value
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 No X
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of management's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year: $-0-.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: $-0-.
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,956,097
Transitional Small Business Disclosure Format: Yes No X
<PAGE>
PART I
Item 1. Description of Business.
General
Datalink Systems, Inc. (Datalink) filed a registration under The Securities Act
of 1933 on FORM S-1 with the Securities and Exchange Commission with respect to
a public offering of its securities. The offering became effective on July 29,
1985 and completed October 29, 1985 and raised an aggregate of $300,000 from the
sale of 3,000,000 shares of common stock at $.10 per share.
The Company was engaged in the business of providing electronic information
processing services to the medical/health care industry. This venture was not
successful and management attempted to redirect the focus of the company through
merger with a viable private entity. Several Letters of Intent were signed but
later abandoned by all parties.
The corporate name was changed in April 29, 1987 to Datalink Capital Corporation
and the capital restated to 100,000,000 shares of $.0001 par value common stock.
The corporate charter was revoked on November 4, 1988 by the State of Florida
for failure to file required documents and pay associated fees.
A change in control of the majority stockholder resulted in a change in control
of the Company and the company's charter was reestablished on December 5, 1990.
The new management was unable to complete a merger with a private entity or
recapitalize the company and the company remained dormant. On April 26, 1991 the
corporate name was changed to Midland Capital Resources, Inc.
The corporate charter was revoked again on October 9, 1992 by the State of
Florida for failure to file required documents and pay associated fees.
On July 30, 1997, the charter was reinstated by the State of Florida and on
September 24, 1997 the name was changed to Datalink Capital Corporation.
On May 1, 1997 a stock purchase agreement was entered into between the majority
stockholder and Glenn A. Little. In March 1998 this agreement was renegotiated
and effective control of the company was obtained by Mr. Little by the purchase
of 37.4% of the outstanding shares.
It is the intention of the new management of arrange to bring its SEC
reporting to date in order that the Company might be potentially attractive to a
private business that might be interested in becoming a publicly-held company,
without the expense and time delay involved in distributing its securities to
the public.
Proposed Business
The Company intends to locate and combine with an existing, privately-held
company which is profitable or, in management's view, has growth potential,
irrespective of the industry in which it is engaged. However, the Company does
not intend to combine with a private company which may be deemed to be an
investment company subject to the Investment Company Act of 1940. A combination
<PAGE>
may be structured as a merger, consolidation, exchange of the Company's common
stock for stock or assets or any other form which will result in the combined
enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination opportunities
beyond the preliminary negotiations stage and those negotiations are
subsequently terminated, it is foreseeable that such efforts will exhaust the
Company's ability to continue to seek such combination opportunities before any
successful combination can be consummated. In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, the Company's management intends
to consider only combination candidates which are profitable or, in management's
view, have growth potential. The Company's management does not intend to pursue
any combination proposal beyond the preliminary negotiation stage with any
combination candidate which does not furnish the Company with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. The Company will, if necessary funds are available, engage attorneys
and/or accountants in its efforts to investigate a combination candidate and to
consummate a business combination. The Company may require payment of fees by
such combination candidate to fund the investigation of such candidate. In the
event such a combination candidate is engaged in a high technology business, the
Company may also obtain reports from independent organizations of recognized
standing covering the technology being developed and/or used by the candidate.
The Company's limited financial resources may make the acquisition of such
reports difficult or even impossible to obtain and, thus, there can be no
assurance that the Company will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent the Company
is unable to obtain the advice or reports from experts, the risks of any
combined enterprise's being unsuccessful will be enhanced. Furthermore, to the
knowledge of the Company's officers and directors, neither the candidate nor any
of its directors, executive officers, principal shareholders or general
partners:
(1) will not have been convicted of securities fraud, mail fraud,
tax fraud, embezzlement, bribery, or a similar criminal
offense involving misappropriation or theft of funds, or be
the subject of a pending investigation or indictment involving
any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of
any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful
transactions in securities; or
<PAGE>
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or sales
of securities.
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not generally take other steps to verify independently
information obtained in this manner which is favorable. Unless something comes
to their attention which puts them on notice of a possible disqualification
which is being concealed from them, such persons will rely on information
received from the management of the prospective combination candidate and from
others who may be involved in the combination proceedings.
Item 2. Description of Property.
The Company has no properties.
Item 3. Legal Proceedings.
The Company is not a party to any material pending nor is it aware of
any threatened legal proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to securities holders during the year ended
December 31, 1997.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
The stock does not trade on any exchange or the OTC market. There is no
known public market for this security.
As of December 31, 1997, there were 363 holders on record of the
Company's common stock holding a total of 1,957,097 shares.
Dividend Policy
The Company has never paid any dividends on its common stock and does
not have any current plan to pay any dividends in the foreseeable future.
<PAGE>
Item 6. Management's Discussion and Analysis of Financial
Condition and Plan of Operation.
Discussion of Financial Condition
The Company currently has no revenues, no operations and owns no assets.
The Company will remain illiquid until such time as a business combination
transaction occurs, if ever. No prediction of the future financial condition of
the Company can be made.
Plan of Business
General. The Company intends to locate and combine with an existing,
privately-held company which is profitable or, in management's view, has growth
potential, irrespective of the industry in which it is engaged. However, the
Company does not intend to combine with a private company which may be deemed to
be an investment company subject to the Investment Company Act of 1940. A
combination may be structured as a merger, consolidation, exchange of the
Company's common stock for stock or assets or any other form which will result
in the combined enterprise's becoming a publicly-held corporation.
Pending negotiation and consummation of a combination, the Company
anticipates that it will have, aside from carrying on its search for a
combination partner, no business activities, and, thus, will have no source of
revenue. Should the Company incur any significant liabilities prior to a
combination with a private company, it may not be able to satisfy such
liabilities as are incurred.
If the Company's management pursues one or more combination opportunities
beyond the preliminary negotiations stage and those negotiations are
subsequently terminated, it is foreseeable that such efforts will exhaust the
Company's ability to continue to seek such combination opportunities before any
successful combination can be consummated. In that event, the Company's common
stock will become worthless and holders of the Company's common stock will
receive a nominal distribution, if any, upon the Company's liquidation and
dissolution.
<PAGE>
Combination Suitability Standards. In its pursuit for a combination
partner, the Company's management intends to consider only combination
candidates which are profitable or, in management's view, have growth potential.
The Company's management does not intend to pursue any combination proposal
beyond the preliminary negotiation stage with any combination candidate which
does not furnish the Company with audited financial statements for at least its
most recent fiscal year and unaudited financial statements for interim periods
subsequent to the date of such audited financial statements, or is in a position
to provide such financial statements in a timely manner. The Company will, if
necessary funds are available, engage attorneys and/or accountants in its
efforts to investigate a combination candidate and to consummate a business
combination. The Company may require payment of fees by such combination
candidate to fund the investigation of such candidate. In the event such a
combination candidate is engaged in a high technology business, the Company may
also obtain reports from independent organizations of recognized standing
covering the technology being developed and/or used by the candidate. The
Company's limited financial resources may make the acquisition of such reports
difficult or even impossible to obtain and, thus, there can be no assurance that
the Company will have sufficient funds to obtain such reports when considering
combination proposals or candidates. To the extent the Company is unable to
obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be enhanced. Furthermore, to the knowledge
of the Company's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud,
tax fraud, embezzlement, bribery, or a similar criminal
offense involving misappropriation or theft of funds, or be
the subject of a pending investigation or indictment involving
any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of
any pending investigation or a defendant in a pending lawsuit
arising from or based upon allegations of unlawful
transactions in securities; or
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or sales
of securities.
The Company's officers and directors will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officers and directors of
the Company will not generally take other steps to verify independently
information obtained in this manner which is favorable. Unless something comes
to their attention which puts them on notice of a possible disqualification
which is being concealed from them, such persons will rely on information
received from the management of the prospective combination candidate and from
others who may be involved in the combination proceedings.
Item 7. Financial Statements.
Page
Independent Auditor's Report 3
Balance Sheets as at December 31, 1996 and 1997 4
Statements of Operations for the Years Ended
December 31, 1996 and 1997 5
Statements of Changes in Shareholders= Equity for the
Years Ended December 31, 1997 and 1996 6
Statements of Cash Flows for the Years Ended
December 31, 1997 and 1996 7
Notes to Financial Statements 8
<PAGE>
DATALINK CAPITAL CORPORATION
CONTENTS
Page
----
Report of Independent Certified Public Accountants 3
Financial Statements
Balance Sheets as of December 31, 1997 and 1996 4
Statements of Operations
for the years ended December 31, 1997 and 1996 5
Statement of Changes in Shareholders' Equity
for the years ended December 31, 1997 and 1996 6
Statements of Cash Flows
for the years ended December 31, 1997 and 1996 8
Notes to Financial Statements 9
<PAGE>
S.W. HATFIELD + ASSOCIATES
certified public accountants
Members: American Institute of Certified Public Accountants
SEC Practice Section
Information Technology section
Texas Society of Certified Public accountants
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
--------------------------------------------------
Board of Directors and Stockholders
Datalink Capital Corporation
We have audited the accompanying balance sheets of Datalink Capital Corporation
(a Florida corporation) as of December 31, 1997 and 1996 and the related
statements of operations, changes in shareholders' equity and cash flows for
each of the years then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Datalink Capital Corporation as
of December 31, 1997 and 1996 and the related statements of operations, changes
in shareholders' equity and cash flows for the each of the years then ended, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has no viable operations or significant assets
and is dependent upon significant shareholders to provide sufficient working
capital to maintain the integrity of the corporate entity. These circumstances
create substantial doubt about the Company's ability to continue as a going
concern and are discussed in Note A. The financial statements do not contain any
adjustments that might result from the outcome of these uncertainties.
/s/ SW Hatfield + Associates
------------------------------------
SW Hatfield + Associates
Dallas, Texas
February 20, 1998
Use our past to assist your future
P.O. Box 820392 Dallas, Texas 75382-0392 217-342-9635
9236 Church Road, Suite 1040 Dallas, Texas 75231 800-244-0639
212-342-9601 (fax) [email protected] (e-mail)
<PAGE>
DATALINK CAPITAL CORPORATION
BALANCE SHEETS
December 31, 1997 and 1996
1997 1996
------ ------
ASSETS
------
Current assets $ - $ -
------- -------
Total Assets $ - $ -
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Liabilities
Current liabilities
Accounts payable - trade $ 3,649 $ 3,015
------- -------
Commitments and contingencies
Shareholders' equity
Common stock - $0.0001 par value.
100,000,000 shares authorized.
1,956,097 shares issued and outstanding 196 196
Additional paid-in capital 798,029 798,029
Accumulated deficit (801,874) (801,240)
------- -------
Total shareholders' equity (3.649) (3,015)
------- -------
Total Liabilities and Shareholders' Equity $ - $ -
======= =======
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
DATALINK CAPITAL CORPORATION
STATEMENTS OF OPERATIONS
Years ended December 31, 1997 and 1996
1997 1996
------- -------
Revenues $ - $ -
------- -------
Expenses
General and administrative expenses 634 1,110
------- -------
Total operating expenses 634 1,110
------- -------
Loss from Operations (634) (1,110)
Provision for income taxes - -
------- -------
Net Loss $ (634) $(1,110)
======= =======
Net loss per weighted-average
share of common stock outstanding nil nil
======= =======
Weighted-average number of shares
of common stock outstanding 1,956,097 1,956,097
========= =========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
DATALINK CAPITAL CORPORATION
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31. 1997 and 1996
<S> <C>
Additional
Common Stock paid-in Accumulated
Shares Amount capital deficit Total
Balances at
January 1, 1996 1,956,097 $196 $798,029 $(800,130) $(1,905)
Net loss for the year - - - (1,110) (1,110)
--------- ---- -------- --------- -------
Balances at
December 31, 1996 1,956,097 196 798,029 (801,240) (3,015)
Net loss for the year - - - (634) (634)
--------- ---- -------- --------- -------
Balances at
December 31, 1997 1,956,097 $196 $798,029 $(801,874) $(3,649)
========= ==== ======== ========= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
DATALINK CAPITAL CORPORATION
STATEMENTS OF CASII FLOWS
Years ended December 31, 1997 and 1996
1997 1996
------ ------
Cash Flows from Operating Activities
Net loss for the period $ (634) $(1,110)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Increase in accounts payable - trade 634 1,110
------- -------
Net cash provided by operating activities - -
------- -------
Cash Flows from Investing Activities - -
------- -------
Cash Flows from Financing Activities - -
------- -------
Increase (Decrease) in Cash - -
Cash at beginning of period - -
Cash at end of period $ - $ -
======= =======
SUPPLEMENTAL DISCLOSURE OF
INTEREST AND INCOME TAXES PAID
Interest paid for the year $ - $ -
======= =======
Income taxes paid for the year $ - $ -
======= =======
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
DATALINK CAPITAL CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note A - Organization and Description of Business
Datalink Capital Corporation (Company) was originally incorporated on January
26,1983 under the laws of the State of Florida as Datalink Systems, Inc. for the
purpose of marketing electronic information processing systems to the medical
and healthcare industries. As of December 31, 1986, the Company had closed this
business operation.
The Company changed its corporate name to Datalink Capital Corporation in April
1987 and to Midland Capital Resources, Inc. in April 1991. In July 1997,the
Company was reactivated with the State of Florida and changed its corporate name
to Datalink Capital Corporation, effective September 24, 1997.
In October 1985, the Company successfully completed a public offering, pursuant
to a Registration Statement under The Securities Act of 1933. raising net
proceeds to the Company of approximately $300,000.
The Company has had no operations, assets or liabilities since 1989.
Accordingly, the Company is dependent upon management and/or significant
shareholders to provide sufficient working capital to preserve the integrity of
the corporate entity at this time. It is the intent of management and
significant shareholders to provide sufficient working capital necessary to
support and preserve the integrity of the corporate entity.
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.
Note B - Summary of Significant Accounting Policies
1. Cash and cash equivalents
For Statement of Cash Flows purposes, the Company considers all cash on hand and
in banks, including accounts in book overdraft positions, certificates of
deposit and other highly-liquid investments with maturities of three months or
less, when purchased, to be cash and cash equivalents.
2. Loss per share
Loss per share of common stock is computed using the weighted-average number of
shares outstanding during each respective period presented. As of December
31,1997, the Company has no outstanding stock warrants, options or convertible
securities which could be considered as dilutive for purposes of the loss per
share calculation.
8
<PAGE>
Item 8. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosures.
The former auditor of the Company, Keystone, Steinberg & Company, had no
disagreement with the Company with respect to accounting and financial
disclosure matters. A current report on Form 8-K relating to the change in
independent by the Company is to be filed in the near future.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance With Section 16(a) of the Exchange Act.
The following table sets forth the officers and directors of the Company.
Name Positions Age
Glenn A. Little President and Director 44
Mattthew Blair Secretary and Director 41
Set forth below is a description of the backgrounds of each of the officers and
directors of the Company.
Glenn A. Little, is a graduate of The University of Florida, Gainesville
(Bachelor of Science in Business Administration) and the American Graduate
School of International Management (Master International Management) and has
been the principal of Little and Company Investment Securities (LITCO), a
Securities Broker/Dealer with offices in Midland, Texas since 1979. Mr. Little
currently serves as an officer and director of Associated Medical Devices Inc.
and Triton Asset Management, Inc. all of which are publicly held, file periodic
reports pursuant to the Securities Act of 1934 and have the same business
purpose as the Company.
Before founding LITCO Mr. Little was a stockbroker with Howard, Weil, Labouisse
Friedrich in New Orleans and Midland and worked for the First National Bank of
Commerce in New Orleans, Louisiana.
Matthew Blair is a solo practitioner of law in Midland, Texas. Before opening
his practice he served in the Legal Department of the Federal Deposit Insurance
Corporation (FDIC), Midland, Texas where he gained exposure to corporate
structures and debt workouts. His employment before the FDIC appointment was
with Texas American Energy and Exxon Corporation. Mr. Blair received a Bachelor
of Arts in Government from The University of Texas at Austin (1975) and Juris
Doctor from Texas Tech University School of Law (1979). He is licensed in every
state court in Texas, United States District Court (Texas) and in The United
States Supreme Court.
<PAGE>
Item 10. Executive Compensation.
The Company's management is not currently compensated for services provided
to the Company, and no compensation has been accrued and none is expected to be
accrued in the future.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table set forth the names and addresses of each of the
persons known by the Company to own beneficially 10% or more of the common stock
of the Company, as well as the common stock ownership of each of the officers
and directors of the Company.
Number of Percentage of
Name and Address Shares Owned of Ownership(1)
Glenn A. Little 731,860 37.4%
211 West Wall
Midland, Texas 79701
Matthew Blair -0- -0-
P.O. Box 10,133
Midland, Texas 79702
(1) based on 1,956,097 shares outstanding
Item 12. Certain Relationships and Related Transactions.
The Company's President, Glenn A. Little, has agreed to provide funds to
the Company sufficient to cover Company expenses relating to its SEC periodic
reporting and other minor corporate expenses. Mr. Little has advised the Company
that he will not request reimbursement of such expenses unless and until the
Company's financial condition would permit such reimbursement, if ever. As of
the date hereof, Mr. Little had not made such determination.
Item 13. Exhibits and Reports on Form 8-K.
Exhibits
None.
Reports on Form 8-K
No Current Report on Form 8-K was filed during the year ended December 31,
1997. The Company intends to file a Current Report on Form 8-K with respect to a
change in the Company's independent auditor in the near future.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: February 25, 1998
Datalink Capital Corporation
/S/ Glenn A. Little
-------------------------
Glenn A. Little
President
In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the dates indicated.
/S/ Glenn A. Little
---------------------- February 25, 1997
Glenn A. Little
President, (Chief Executive Officer and
Principal Financial Officer) and Director
/S/ Matthew Blair
----------------------- February 25, 1997
Matthew Blair
Secretary and Director
Supplemental Information to be Furnished With Reports Filed Pursuant to Section
15(d) of the Exchange Act by Non-reporting Issuers.
As of the date of this Annual Report on Form 10-KSB, no annual report or
proxy material has been sent to security holders of the Company. It is
anticipated that an annual report and proxy material will be furnished to
security holders subsequent to the filing of this Annual Report on Form 10-KSB.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
ANNUAL FINANCIAL STATEMENTS CONTAINED IN THE DECEMBER 31, 1997 FORM 10-KSB.
</LEGEND>
<CIK> 0000744452
<NAME> Datalink Capital Corporation
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 3649
<BONDS> 0
0
0
<COMMON> 196
<OTHER-SE> (3845)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 634
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (634)
<INCOME-TAX> 0
<INCOME-CONTINUING> (634)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (634)
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
