<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------------------------------------
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 2000 Commission File No. 2-91651-D
PEACOCK FINANCIAL
CORPORATION
<TABLE>
<S> <C>
COLORADO 87-0410039
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
2531 SAN JACINTO STREET
San Jacinto, CA 92583
(Address and zip code of principal executive offices)
(909) 652-3885
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] YES [ ] NO
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common Stock 43,476,527 Shares Outstanding
$0.001 Par Value as of March 31, 2000
<PAGE>
PEACOCK FINANCIAL CORPORATION
REPORT ON FORM 10-Q
QUARTER ENDED MARCH 31, 2000
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
Number
------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
. CONDENSED CONSOLIDATED
BALANCE SHEETS AS OF
MARCH 31, 2000, AND DECEMBER 31, 1999 3 & 4
. CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS THREE MONTHS ENDED
MARCH 31, 2000 AND 1999 5 & 6
. CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY
AS OF MARCH 31, 2000 7 - 9
. CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS AS OF MARCH 31, 2000
AND MARCH 31, 1999 10 & 11
. NOTES TO CONDENSED CONSOLIDATED 12
FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATION 13 - 16
PART II. OTHER INFORMATION AND SIGNATURES 17
2
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
ASSETS
------
March 31, December 31,
---------------------------------
2000 1999
------------ ------------
(Unaudited)
CURRENT ASSETS
Cash and cash equivalents 259,568 190,581
Due from related party 30,938 37,696
Developer fees receivable 26,928 46,828
Interest receivable 5,040 8,102
Credit line receivable 324,788 -
Notes receivable - related parties 166,272 91,007
Notes receivable 466,088 102,800
------------ ------------
Total Current Assets 1,279,622 477,014
------------ ------------
FIXED ASSETS 104,173 5,962
------------ ------------
OTHER ASSETS
Development costs 1,216,036 1,216,036
Investments in limited partnerships 1,131,945 1,131,945
Other investments 1,584,422 742,233
Other assets 287,555 6,151
------------ ------------
Total Other Assets 4,219,958 3,096,365
------------ ------------
TOTAL ASSETS $ 5,603,753 $ 3,579,341
============ ============
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
--------------------------
2000 1999
----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES
Accounts payable $ 288,192 $ 159,272
Other current liabilities 23,264 174,668
Notes payable - current portion 390,111 623,204
Notes payable - related parties 12,198 25,398
----------- -----------
Total Current Liabilities 713,765 982,542
----------- -----------
LONG-TERM DEBT
Notes payable - long term 500,000 500,000
----------- -----------
Total Liabilities 1,213,765 1,482,542
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock: 10,000,000 shares authorized at $0.01
par value; 666,300 and 670,300 shares issued and
outstanding, respectively 6,663 6,703
Common stock: 250,000,000 shares authorized at
$0.001 par value; 43,476,527 and 37,810,508 shares
issued and outstanding, respectively 43,477 37,810
Additional paid-in capital 7,610,113 5,457,569
Subscriptions receivable (143,056) (327,055)
Treasury stock (1,610) --
Accumulated deficit (3,125,599) (3,078,228)
----------- -----------
Total Stockholders' Equity 4,489,988 2,096,799
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 5,603,753 $ 3,579,341
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(Unaudited)
March 31, March 31,
2000 1999
--------- ---------
REVENUES
Property management and administration income $ 1,315 $ 593
Investment banking income 500,000 200,000
Gain on investment 166,216 --
Other income 7,328 9,086
--------- ---------
Total Revenues 674,859 200,593
--------- ---------
EXPENSES
General and administrative 698,470 165,775
Depreciation and amortization 7,674 2,561
--------- ---------
Total Expenses 706,144 168,336
--------- ---------
INCOME/(LOSS) FROM CONTINUING OPERATIONS (31,285) 32,257
--------- ---------
OTHER INCOME/(EXPENSES)
Interest income 2,244 70,000
Interest expense (17,530) (37,027)
--------- ---------
Total Other Expenses (15,286) 32,173
--------- ---------
INCOME/(LOSS) BEFORE INCOME TAXES (46,571) 64,430
INCOME TAXES (800) --
--------- ---------
NET INCOME (LOSS) $ (47,371) $ 64,430
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations (Continued)
(Unaudited)
March 31, March 31,
2000 1999
--------- ---------
EARNINGS (LOSS) PER SHARE $ (0.01) $ 0.01
======== ========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 40,721,916 25,896,706
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional
---------------------- ---------------------- Paid-in Subscriptions Accumulated
Shares Amount Shares Amount Capital Receivable Deficit
---------- -------- ---------- --------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1997 672,300 $ 6,723 11,763,797 $11,764 2,335,379 $( 852,055)
Common stock issued
for cash 1,609,413 1,609 217,456
Common stock issued
for services 3,108,040 3,108 599,967
Common stock issued on
conversation of debentures 1,559,834 1,560 104,033
Common stock issued for
investments and licensing
rights 2,420,000 2,420 257,580
Common stock issued under
failed financing package 289,286 289 28,639
Accrued dividends (23,172)
Net income (loss) for the
year ended
December 31, 1998 (1,533,436)
---------- -------- ---------- --------- ---------- ------------- -----------
Balance,
December 31, 1998 672,300 $ 6,723 20,750,370 $20,750 $3,519,882 $(2,385,491)
---------- -------- ---------- --------- ---------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional
----------------------- ---------------------- Paid-in Subscriptions Accumulated
Shares Amount Shares Amount Capital Receivable Deficit
---------- --------- ---------- --------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1998 672,300 $ 6,723 20,750,370 $ 20,750 $3,519,882 $(2,385,491)
Common stock
issued for cash 14,008,007 $ 14,008 1,787,118 $ (443,500)
Common stock issued
for services 759,571 760 161,040
Common stock issued on
conversion of debentures 1,070,560 1,070 58,346
Common stock issued for
investments and
licensing rights 1,250,000 1,250 123,750
Common stock issued in
conversion of preferred stock (2,000) (20) 2,000 2 1,998
Common stock canceled (30,000) (30) (5,779)
Cash received on
subscriptions receivable 116,445
Accrued dividends (23,172)
Dividends paid (165,614)
Net income (loss) for
the year ended
December 31, 1999 (692,737)
---------- --------- ---------- ---------- ----------- ------------- -----------
Balance,
December 31, 1999 670,300 $ 6,703 37,810,508 $ 37,810 $5,457,569 $ (327,055) $(3,078,228)
---------- --------- ---------- --------- ----------- ------------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
8
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional
----------------------- ---------------------- Paid-in Subscriptions Accumulated
Shares Amount Shares Amount Capital Receivable Deficit
---------- --------- ---------- --------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
December 31, 1999 670,300 $6,703 37,810,508 $ 37,810 $5,457,569 $ ( 327,055) $(3,078,228)
Common stock issued
for cash 5,457,378 $ 5,458 2,136,389
Common stock issued for
interest 1,737 2 1,735
Common stock issued in
conversion of preferred stock (4,000) (40) 4,000 4 36
Common stock issued for 202,904 203 20,087
debt
Cash received on
subscriptions receivable 184,000
Accrued dividends (5,703)
Net income (loss) for
the period ended
March 31, 2000 (47,371)
-------- --------- ---------- --------- ---------- ----------- -----------
Balance,
March 31, 2000 666,300 $6,663 43,476,527 $ 43,477 $7,610,113 $ (143,055) $(3,125,599)
======== ========= ========== ========= ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
9
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
March 31, March 31,
2000 1999
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (47,371) $ 64,430
Adjustments to reconcile net income (loss) to net
cash (used) by operating activities:
Depreciation and amortization 7,674 2,561
Gain on investment (166,216) --
Changes in operating assets and liabilities:
(Increase) decrease in accounts and notes
receivable (665,114) 19,899
(Increase) decrease in accounts
receivable - related parties (68,507)
(Increase) decrease in other assets (281,404) (12,950)
Increase (decrease) in accounts payable 128,920 (6,600)
Increase (decrease) in other liabilities (151,404) (7,817)
----------- -----------
Net Cash Used by Operating Activities (1,243,422) (329,573)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments (675,973)
Note receivable -- (116,300)
Construction in progress -- 1,902
Purchase of property and equipment (105,885) 1,941
----------- -----------
Net Cash Used by Investing Activities (781,858 (112,457)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Due to shareholders (13,200) (33,352)
Repayment of notes payable (233,093 (42,650)
Proceeds from long-term borrowings -- (76,645)
Repurchase of stock (1,610) --
Proceeds from stock offerings 2,342,170 802,373
----------- -----------
Net Cash Provided by Financing Activities $ 2,094,267 $ 649,726
----------- -----------
The accompanying notes are an integral part of these consolidated financial
statements.
10
<PAGE>
PEACOCK FINANCIAL CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(Unaudited)
March 31, March 31,
2000 1999
--------- ---------
NET INCREASE IN CASH $ 68,987 $ 96,076
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 190,581 (4,509)
--------- ---------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 259,568 $ 91,567
========= =========
SUPPLEMENTAL DISCLOSURE OF
NON-CASH ACTIVITIES
Common stock issued on conversion of debentures $ 20,087
$ 51,565
Common stock issued for services $ -- $ 600
Common stock issued for investments $ --
$ 300,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Interest paid, net of amount capitalized $ 12,612 $ 13,953
Income taxes paid $ -- $ --
The accompanying notes are an integral part of these consolidated financial
statements.
11
<PAGE>
PEACOCK FINANCIAL CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 2000
1. The interim financial statements are prepared pursuant to the requirements
for reporting on Form 10-QSB. The December 31, 1999 balance sheet data was
derived from audited financial statements but does not include all
disclosures required by generally accepted accounting principles. The
interim financial statements and notes thereto should be read in conjunction
with the financial statements and footnotes thereto included in the
Company's report on Form 10-KSB for the year ended December 31, 1999. In the
opinion of management, the interim financial statements reflect all
adjustments of a normal recurring nature necessary for a fair statement of
the results for the interim periods presented.
12
<PAGE>
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Form 10-QSB contains forward looking statements within the meaning of
section 27A of the Securities Act of 1933 and section 21E of the Securities
Exchange Act of 1934. The Company's actual results could differ materially from
those set forth in the forward looking statements.
MANAGEMENT DISCUSSION
Peacock Financial Corporation (Company) is a venture capital fund that makes
direct investments in and provides management services to emerging businesses.
The Company manages its investments through three wholly owned subsidiaries and
intends on expanding its investment portfolio. The Company has in the past, and
may again in the future, raise capital specifically for the purpose of making an
investment that the Company believes is attractive.
The Company's three wholly owned subsidiaries are Peacock Real Estate
Development Corporation, DOTCOM Ventures, LLC. and Peacock Sports, Inc. Each of
these subsidiaries manages a portfolio of investments as follows:
Peacock Real Estate Development Corporation
- -------------------------------------------
1. Riverside Park Apartments - The Company formed a limited partnership in June
1992 and acquired two apartment buildings for $3,350,000 to be repaired,
developed and managed. During the year ending 1992, the Company reduced its
interest to 1% and has remained a general partner with 1% interest,
receiving a property management fee.
2. Canyon Shadows Apartments - The Company acquired a 120-unit apartment
complex in April 1995 for $875,000. The Company received a $975,000 loan
that converts to a grant from the City of Riverside for the purpose of
acquisition and rehabilitation and, in 1996, the Company was awarded
$2,200,000 in Federal Tax Credits for the project. In December 1996, the
project was sold to a tax credit partnership in which the Company retains a
$905,000 capital account, as well as a 1% interest as a general partner for
which it receives a management fee and 80% of the project cash flow.
3. St. Michel Development - In 1995, the Company formed a limited liability
company to acquire a 63-lot residential subdivision in the San Jacinto
Valley. In March 1996, the limited liability company acquired an additional
110-lot subdivision also in the San Jacinto Valley. The Company retains a
50% ownership in the limited liability company and has recently signed a
joint venture agreement to build homes on these existing lots.
4. Rancho San Jacinto Development - In 1987, the Company formed a limited
partnership to acquire and develop approximately 500 acres in San Jacinto,
California. The partnership currently owns approximately 285 residential
lots, 30 acres of commercially zoned property and 11 acres zoned for high
density senior apartments all within the master planned community of Rancho
San Jacinto. The Company retains a 15% ownership position and has recently
entered into certain joint venture agreements to build out these properties.
13
<PAGE>
5. Vir-Tek Company - The Company currently owns 49% of Vir-Tek, a minority
disabled veteran engineering and contracting firm, formed to take advantage
of recently passed federal legislation (H.R. 1568) requiring 3%
participation on all programs and projects funded by federal dollars. Vir-
Tek provides environmental management, facility and operations management,
mapping and information management, engineering services, project
management, and waste management. The Company emphasizes teamwork in
combination with innovation to design balanced solutions to complex
environmental, industrial, and engineering problems. Vir-Tek has served
commercial, industrial, and residential construction developers as well as
concerns of city, county, and federal agencies.
In addition to receiving contracts in large Civil Engineering projects,
Vir-Tek is currently in the bidding process with contracts valued in
excess of $25 million with government agencies.
DOTCOM Ventures, LLC
- --------------------
1. Solutions Media, Inc. - is an Internet and convergence technology firm
headquartered in San Diego and an equity holder of SpinRecords.com. SMI
researches and develops viable interactive applications for the consumer
market. Peacock Financial is a major (800,000) shareholder of SMI. An
initial public offering (IPO) is expected in 2000.
2. Desert Winds Entertainment Corporation - is a traditional entertainment
production company that has unique content geared toward the Gen X and Gen Y
markets. In December, Peacock Financial entered into an agreement with
Desert Winds Entertainment (OTCBB:DESW) to form a digital entertainment
division called Desert Digital Network (DESTV.NET) as a first step into the
area of digital broadcasting. Peacock invested $75,000 in convertible debt
as $.20 a share. Peacock has since converted this note into 379,868 free
trading shares.
3. iNetPartners, Inc. - Peacock Financial holds a 51 percent interest in
iNetPartners, Inc., which focuses on the development of Internet e-commerce
applications for both the net and used automotive markets and is currently
developing iNetmotors.com, a regionally based automobile e-commerce Website
to provide Internet automobile shoppers easy access to dealer inventories
with detailed pictures and prices online within the shoppers' immediate
area. More than 80 percent of pre-owned and new vehicles are purchased
within 20 to 35 miles of where the buyer lives or works, and 90 percent of
all buyers want to inspect and test-drive the vehicle before purchase.
4. 1st Miracle Group, Inc. - The Company invested $300,000 in convertible debt
financing and subsequently converted its investment into free trading shares
at $.01 per share. 1st Miracle Group, Inc. (OTCBB:MVEE) is a Canadian based
movie production company with 5 films currently in distribution and several
new films in production. The Company also expects to enter into a consulting
contract with 1st Miracle Group to expand its internet capabilities.
14
<PAGE>
Peacock Sports, Inc.
- --------------------
1. San Diego Soccer Development Corporation - The Company currently owns
approximately 1,500,000 shares of SDSDC, the only publicly traded soccer
franchise in the United States. Besides SDSDC's ownership of the San Diego
Flash, an A-League franchise, and the Riverside Elite, a D-3 League
franchise, the long term strategy will be to acquire Peacock's other two A-
League franchises in Orange County and the Bay Area, to become a soccer
holding company with multiple franchises including a professional farm
system, a soccer academy and soccer specific stadiums.
2. Orange County Soccer Development Corporation - The Company owns 85% of
OCSDC, the A-League soccer franchise known as the Orange County Waves. The
Company is currently working to structure a term sheet to sell the franchise
to San Diego Soccer Development Corporation for cash and stock.
3. Bay Area Soccer Development Corporation - The Company owns 85% of BASDC, the
A-League soccer franchise known as the Bay Area Seals. The Company is
currently working to structure at term sheet to sell the franchise to San
Diego Soccer Development Corporation for cash and stock.
4. Las Vegas Soccer Development Corporation - Peacock Financial is a 25% equity
founding shareholder in the LVSDC (the Strikers), which was established to
acquire an A-League soccer sports franchise for the Las Vegas market. As a
founding shareholder, Peacock Financial's position represents 1,020,000
shares and the Company will play a major role in raising initial capital.
ANALYSIS OF FINANCIAL CONDITION
The first quarter of 2000 marks the emergence of the Company as a true venture
capital fund, registered with the SEC as a Business Development Corporation.
The Company's auditors removed the "Going Concern" statement in their 1999
audited financial statement which is a statement of objective confidence
regarding the Company's current structure and capital position.
Management believes that the key to a successful "Fund" is the ability to
produce ongoing revenues and profits from operating subsidiaries which will
allow for an orderly due diligence process when investing in start up or
emerging growth companies.
The Company has subsequently formed three operating subsidiaries which are
strategically positioned to produce both revenue and profits. These
subsidiaries contain key management personnel and have niche opportunities which
have matured to the point of producing cash flow and bottom line profits to the
Company.
Certain of the Company's investments are expected to mature in the year 2000
which should produce substantial returns and increase shareholder net worth.
The Company will continue to actively seek emerging growth opportunities that
meet its stated investment criteria and will continue its capital raising
efforts to fund these carefully selected investment opportunities.
15
<PAGE>
RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2000, COMPARED TO THE THREE
MONTHS ENDED MARCH 31, 1999.
The Company is a registered Business Development Corporation under the
Investment Act of 1940. As such, the Company acts as a holding company for the
purpose of raising capital and investing in real estate and into emerging growth
companies that meet certain investment criteria which includes the possibility
of taking the targeted company public at a later stage.
In the first quarter, the Company raised over $2.1 million in capital, which was
used for working capital, debt reduction and investments. Its primary
investments were in the purchase of the Bay Area Seals and the Orange County
Waves. Additionally, the Company provided a convertible debenture loan to 1st
Miracle Group, Inc. and an operating credit line loan to San Diego Soccer
Development Corporation.
The Company expects to raise additional capital for its real estate operations
in the San Jacinto Valley, (California) where a $3 billion recreational
reservoir is nearing completion and to continue to seek out investment
opportunities in high tech emerging growth companies.
REVENUES. Revenues for the three months ended March 31, 2000, increased by
$474,266 or 71% to $674,859 from $200,593 for the three months ended March 31,
1999. This increase resulted from fees charged for investment banking services
as well as an increased gain from the sale of investments.
EXPENSES. Total expenses for the three months ended March 31, 2000, increased
by $537,808 or 77% to $706,144 from $168,336 for the three months ended March
31, 1999. General and administrative expenses for the three months ended March
31, 2000, increased by $532,695 or 77% to $698,470 from $165,775 for the three
months March 31, 1999. These increases resulted from the administrative and
operating costs associated with consolidating the financial statements of the
portfolio companies in which the Company has a majority or greater interest.
CHANGES IN FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCE.
For the three months ended March 31, 2000, the Company funded its operations and
capital requirements partially with its own working capital and partially with
proceeds from stock offerings. As of March 31, 2000, the Company had cash of
$259,568.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PEACOCK FINANCIAL CORPORATION
May 15, 2000 /s/ Steven R. Peacock
------------ -----------------------
Steven R. Peacock
President
May 15, 2000 /s/ Lisa L. Martinez
- ------------ ----------------------
Lisa L. Martinez
Corporate Secretary
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 259,568
<SECURITIES> 0
<RECEIVABLES> 5,240,012
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,499,580
<PP&E> 170,609
<DEPRECIATION> 66,436
<TOTAL-ASSETS> 5,603,753
<CURRENT-LIABILITIES> 713,765
<BONDS> 500,000
0
6,663
<COMMON> 43,477
<OTHER-SE> 4,339,848
<TOTAL-LIABILITY-AND-EQUITY> 5,603,753
<SALES> 0
<TOTAL-REVENUES> 674,859
<CGS> 0
<TOTAL-COSTS> 696,226
<OTHER-EXPENSES> 7,674
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17,530
<INCOME-PRETAX> 46,571
<INCOME-TAX> 800
<INCOME-CONTINUING> 47,371
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,371
<EPS-BASIC> .01
<EPS-DILUTED> 0
</TABLE>
