U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Fiscal Year Ended: July 31, 1998
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from To
Commission file number 2-91824-D
UNION 69, LTD.
(Name of small business issuer in its charter)
Delaware 84-1398190
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
BOX 8029, La Jolla, CA 92037-8029
(Address of principal executive offices) (Zip code)
Issuer's telephone number (619) 456-7176
Securities registered under Section 12(b) of the Act:
Common Stock Par Value $0.001
(Title of class)
Securities registered under Section 12(g) of the Act: NONE
<PAGE>
Check whether the issuer (1) 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
Total pages: 12
Exhibit Index Page: 10
Check if there is no disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant'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. [ ]
State issuer's revenues for its most recent fiscal year. $ -
-----------
As of May 28, 1999, there were 1,377,647 shares of the Registrant's common
stock, par value $0.001, issued and outstanding. The aggregate market value of
the Registrant's voting stock held by non-affiliates of the Registrant was
approximately $2,932,814 computed by reference to the price at which the common
equity was sold.
DOCUMENTS INCORPORATED BY REFERENCE
If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"): NONE
Transitional Small Business Disclosure Format (check one): Yes ; NO X
2
<PAGE>
TABLE OF CONTENTS
Item Number and Caption Page
PART I
Item 1. Description of Business...........................................4
Item 2. Description of Property...........................................4
Item 3. Legal Proceedings.................................................4
Item 4. Submission of Matters to a Vote of Security Holders...............5
PART II
Item 5. Market for Common Equity and Related Stockholder Matters..........5
Item 6. Management's Discussion and Analysis or Plan of Operations........5
Item 7. Financial Statements..............................................7
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure..............................................7
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.................8
Item 10. Executive Compensation............................................9
Item 11. Security Ownership of Certain Beneficial Owners and Management....9
Item 12. Certain Relationships and Related Transactions...................10
Item 13. Exhibits and Reports on Form 8-K.................................10
3
<PAGE>
PART I
ITEM 1 DESCRIPTION OF BUSINESS
General
The Company intends to acquire interests in various business opportunities,
which in the opinion of management will provide a profit to the Company.
History
The Company was incorporated under the laws of the State of Delaware on
July 24, 1984. The Company ceased all operating activities during the period
from July 31, 1987 to March 23 1996 and was considered dormant. On March 24,
1996, the company issued 700 shares of Preferred Stock (Convertible to
21,000,000 shares Common). On April 2, 1996, the Company obtained a Certificate
of renewal from the State of Delaware. Since March 24, 1996, the Company is in
the development stage, and has not commenced planned principal operations.
ITEM 2 DESCRIPTION OF PROPERTY
The Company at this time has no properties. As of July 31, 1998, all
activities of the Company have been conducted by corporate officers from either
their homes or business offices. Currently, there are no outstanding debts owed
by the company for the use of these facilities and there are no commitments for
future use of the facilities.
ITEM 3 LEGAL PROCEEDINGS
The Company is not engaged in any legal proceedings.
4
<PAGE>
ITEM 4 SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
No matters were subject to a vote of security holders during the year 1998.
PART II
ITEM 5 MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
The stock has not traded since August 31, 1987 to present.
The number of shareholders of record of the Company's common stock as of
May 12, 1999 was approximately 310.
The Company has not paid any cash dividends to date and does not anticipate
paying dividends in the foreseeable future. It is the present intention of
management to utilize all available funds for the development of the Company's
business.
ITEM 6 MANAGEMENT'S DISCUSSION AND
ANALYSIS OR PLAN OF OPERATIONS
Plan of Operations
The planned operations of the company during the next twelve months are as
follows:
5
<PAGE>
The Company intends to seek an acquisition of a larger and potentially more
profitable business. The Company intends to focus on opportunities to acquire
new products or technologies in development as well as those currently planned,
including a complete operating business that has demonstrated long-term growth
potential, strong marketing presence, and the basis for continuing
profitability. The Company has not identified any specific target or possible
acquisition. As the Company pursues its acquisition program, it will incur costs
for ongoing general and administrative expenses as well as for identifying,
investigating, and negotiating a possible acquisition.
Results of Operations - Since March 24, 1996, the Company is in the development
stage, and has not commenced planned principal operations.
Liquidity and Capital Resources - The Company requires working capital
principally to fund its current operating expenses for which the Company has
relied on short-term borrowings and/or the issuance of restricted common stock.
There are no formal commitments from banks or other lending sources for lines of
credit or similar short-term borrowings, but the Company has been able to borrow
any additional working capital that has been required. From time to time in the
past, required short-term borrowings have been obtained from a principal
shareholder or other related entities.
In order to complete any acquisition, the Company may be required to
supplement its available cash and other liquid assets with proceeds from
borrowings, the sale of additional securities, including the private placement
of restricted stock and/or a public offering, or other sources. There can be no
assurance that any such required additional funding will be available or
favorable to the Company.
Because management controls 93.47 % of voting rights, management may
actively negotiate or otherwise consent to the purchase of any portion of their
stock as a condition to or in connection with a proposed merger or acquisition.
Furthermore, management could consent or approve any particular stock buy-out
transaction without shareholder approval. In the event that an appropriate
merger candidate is located, the Company may need to pay cash finder's fees or
may issue securities (debt or equity) as a finders's fee. Finder's fees or other
acquisition related compensation may be paid to officers, directors, promoters
or their affiliates. Any such finder's fee paid to an officer, director,
promoter, or affiliate may present a conflict of interest because of the
non-arms length nature of such transaction. There are no such negotiations in
progress or contemplated.
There are no arrangements or understandings between non-management
shareholders and management under which non-management shareholders may directly
or indirectly participate in or influence the management of the Company's
affairs.
6
<PAGE>
ITEM 7 FINANCIAL STATEMENTS
The financial statements of the Company and supplementary data are included
beginning immediately following the signature page to this report. See Item 13
for a list of the financial statements and financial statement schedules
included.
ITEM 8 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
There are not and have not been any disagreements between the Company and
its accountants on any matter of accounting principles, practices or financial
statements disclosure.
7
<PAGE>
PART III
ITEM 9 DIRECTORS EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF
THE EXCHANGE ACT
Executive Officers and Directors
The following table sets forth the name, age, and position of each
executive officer and director of the Company:
<TABLE>
<CAPTION>
Director's Name Age Office Term of Office Expires
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael Johnson 33 President/V.P./Director June 10, 1999
Barbara Tersptra 59 Secretary/Treasurer/Director June 10, 1999
Erma Johnson 79 Director June 10, 1999
</TABLE>
Business Experience
Michael Johnson has served the Company as Director since March 24, 1996 and
President/Vice President/Director since June 10, 1997 to present and has served
as Director of Voyager Group USA-Brazil, Ltd. since July 21, 1996 to present.
Mr. Johnson is a Fitness' Consultant of two tech body-conditioning methods; (1)
the Pilates Method, and (2) Hatha Yoga since 1994 to present. He worked as a
securities day trader for Cornerstone Securities on the NASDAQ and NYSE during
1998 and 1999 and operations manager for York Commodities, New York, New York
during 1993 and 1994
Barbara Tersptra has served the Company as Director since March 24, 1996 and
Secretary Treasurer since June 10, 1997 to present
Erma Johnson has served the Company as Director since March 24, 1996 to present.
8
<PAGE>
Compliance with Section 16(a) of the Exchange Act
Based solely upon a review of forms 3, 4, and 5 and amendments thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer, beneficial owner of more than 10% of any class of equity securities of
the Company or any other person known to be subject to Section 16 of the
Exchange Act of 1934, as amended, failed to file on a timely basis reports
required by Section 16(a) of the Exchange Act for the last fiscal year.
ITEM 10 EXECUTIVE COMPENSATION
There has been no executive compensation.
ITEM 11 SECURITY OWNERSHIP OF BENEFICIAL OWNERS
AND MANAGEMENT
Principal Shareholders
The table below sets forth information as to each person owning of record
or who was known by the Company to own beneficially more than 5% of the
1,377,647 shares of issued and outstanding Common Stock of the Company as of May
28, 1999 and information as to the ownership of the Company's Stock by each of
its directors and executive officers and by the directors and executive officers
as a group. Except as otherwise indicated, all shares are owned directly, and
the persons named in the table have sole voting and investment power with
respect to shares shown as beneficially owned by them.
9
<PAGE>
<TABLE>
<CAPTION>
# of
Name and Address Nature of Shares
of Beneficial Owners Ownership Owned Percent
- -----------------------------------------------------------------------------------------------------------------------------------
Directors
<S> <C> <C> <C>
Erma Johnson Preferred Stock 657 100.00%
All Executive Officers
and Directors as a Group
(5 persons) Preferred Stock 657 100.00%
</TABLE>
Ms. Johnson owns 100% of the Convertible Preferred Series C 1996 stock. The
stock is convertible into 19,710,000 shares of the Company's Common Stock and
voting rights equal to19,710,000 votes (93.47%). There have been no common
shares issued to any of the directors of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of July 31, 1998 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the Company for the use of these facilities and
there are no commitments for future use of the facilities.
ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
1. Financial Statements Page
Report of Robison, Hill & Co., Independent Certified Public Accountants F-1
Balance Sheets as of July 31, 1998, and 1997 F-2
Statements of Operations for the years ended
10
<PAGE>
July 31, 1998, and 1997 F-3
Statement of Stockholders' Equity for the years ended
July 31, 1998, and 1997 F-4
Statements of Cash Flows for the years ended
July 31, 1998, and 1997 F-5
Notes to Financial Statements F-7
2. Financial Statement Schedules
The following financial statement schedules required by Regulation S-X are
included herein.
All schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
3. Exhibits
The following exhibits are included as part of this report:
Exhibit
Number Title of Document
3.1 Articles of Incorporation(1)
3.2 By-laws(1)
3.3 Plan of Reorganization and Agreement with Plaza Group Corp.(1)
3.4 Acquisition of assets Agreement with Flyfaire International Inc.(1)
4.1 Series C 1996 Rights, Power, Preferred, Qualification, Limitation
and Restriction By Designation(1)
23.1 Consent of experts and counsel(1)
27.1 Financial Data Schedule
(1) Incorporated by reference.
(b) No reports on Form 8-K were filed during the three months ended July 31,
1998.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.
UNION 69, LTD.
Dated: June 11, 1999 By /S/ Michael Johnson
--------------------------------------
Michael Johnson
President, V.P., & Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated on this 11th day of June 1999.
Signatures Title
/S/ Michael Johnson
Michael Johnson President, V.P., & Director
(Principal Executive, Financial
and Accounting Officer)
/S/ Barbara Tersptra
Barbara Tersptra Secretary, Treasurer & Director
/S/ Erma Johnson
Erma Johnson Director
12
<PAGE>
INDEPENDENT AUDITOR'S REPORT
UNION 69, LTD.
(A Development Stage Company)
We have audited the accompanying balance sheets of Union 69, LTD. (a
development stage company) as of July 31,1998 and 1997, and the related
statements of operations, stockholders' equity, and cash flows for 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 audit 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 Union 69, LTD. (a
development stage company) as of July 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
Respectfully submitted
/S/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
May 14, 1999
F - 1
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
BALANCE SHEETS
July 31,
----------------------------
1998 1997
----------- -----------
Assets: ...................................... $ -- $ --
=========== ===========
Liabilities - Accounts Payable ............... $ 627 $ 352
----------- -----------
Stockholders' Equity:
Convertible Preferred Stock,
Par value $.001,
Authorized 5,000,000,
Issued 657 and 690 shares at
July 31, 1998 and July 31, 1997 .......... 1 1
Common Stock Authorized
Par value $.001,
Authorized 50,000,000,
Issued 1,377,647 and 387,677 shares
at July 31, 1998 and July 31, 1997 ....... 1,378 388
Paid-In Capital ............................ 2,935,436 2,936,426
Retained Deficit ........................... (2,933,986) (2,933,986)
Deficit Accumulated During the
Development Stage ........................ (3,456) (3,181)
----------- -----------
Total Stockholders' Equity .............. (627) (352)
----------- -----------
Total Liabilities and
Stockholders' Equity .................. $ -- $ --
=========== ===========
The accompanying notes are an integral part of these financial statements.
F - 2
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
Since
Inception
For the year ended of
July 31, Development
---------------------
1998 1997 Stage
------- ------- -------
Revenues: ............................ $ -- $ -- $ --
Expenses: ............................ 275 352 3,456
------- ------- -------
Net Loss ........................ $ (275) $ (352) $(3,456)
------- ------- -------
Basic & Diluted loss per share ....... $ -- $ --
======= =======
The accompanying notes are an integral part of these financial statements.
F - 3
<PAGE>
<TABLE>
<CAPTION>
UNION 69, LTD.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JULY 31, 1998 AND 1997
Deficit
Accumulated
During
Preferred Stock Common Stock Paid-In Retained Development
Shares Par Value Shares Par Value Capital Deficit Stage
--------- --------- ----------- --------- ----------- ----------- ---------
Balance at
<S> <C> <C> <C> <C> <C> <C> <C>
August 1, 1996 .............. 700 $ 1 87,647 $ 88 $ 2,936,726 $(2,933,986) $ (2,829)
June 1997
Conversion of Preferred Stock (10) -- 300,000 300 (300) -- --
Net Loss ...................... -- -- -- -- -- -- (352)
--------- --------- ----------- --------- ----------- ----------- ---------
Balance at
July 31, 1997 ............... 690 1 387,647 388 2,936,426 (2,933,986) --
January 1998
Conversion of Preferred Stock (33) -- 990,000 990 (990) -- --
Net Loss ...................... -- -- -- -- -- -- (275)
--------- --------- ----------- --------- ----------- ----------- ---------
Balance at
July 31, 1998 ................ 657 $ 1 1,377,647 $ 1,378 $ 2,935,436 $ 2,933,986 $ (3,456)
========= ========= =========== ========= =========== =========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
F - 4
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Since
Inception
For the years ended of
July 31, Development
-----------------------
1998 1997 Stage
---------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net Loss ............................... $ (275) $ (352) $ (3,456)
Increase (Decrease) in Accounts Payable 275 352 (839)
---------- ---------- ----------
Net Cash Used in operating activities -- -- (4,295)
---------- ---------- ----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Net cash provided by
investing activities ................. -- -- --
---------- ---------- ----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds From Capital Stock
Issued ............................... -- -- 4,295
---------- ---------- ----------
Net Cash Provided by
Financing Activities ................. -- -- 4,295
---------- ---------- ----------
Net (Decrease) Increase in
Cash and Cash Equivalents ............ -- -- --
Cash and Cash Equivalents
at Beginning of Period ............... -- -- --
---------- ---------- ----------
Cash and Cash Equivalents
at End of Period ..................... $ -- $ -- $ --
========== ========== ==========
F - 5
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued)
Cumulative
Since
Inception
For the years ended of
July 31, Development
----------------------
1998 1997 Stage
---------- ---------- ----------
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest ............................. $ -- $ -- $ --
Franchise and income taxes ........... -- -- 1,496
SUPPLEMENTAL DISCLOSURE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
None
The accompanying notes are an integral part of these financial statements.
F - 6
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 1998 AND 1997
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Union 69, LTD. is presented to
assist in understanding the Company's financial statements. The accounting
policies conform to generally accepted accounting principles and have been
consistently applied in the preparation of the financial statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Delaware on
July 24, 1984. The Company ceased all operating activities during the period
from July 31, 1987 to March 23 1996 and was considered dormant. On March 24,
1996, the company issued 700 shares of Preferred Stock (Convertible to
21,000,000 shares Common). On April 2, 1996, the Company obtained a Certificate
of renewal from the State of Delaware. Since March 24, 1996, the Company is in
the development stage, and has not commenced planned principal operations.
Nature of Business
The Company intends to acquire interests in various business opportunities,
which in the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three months or less
to be cash equivalents to the extent the funds are not being held for investment
purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles required 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.
F - 7
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED July 31, 1998 AND 1997
(Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Loss per Share
The reconciliations of the numerators and denominators of the basic loss
per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the year ended July 31, 1998
Basic Loss per Share
Loss to common shareholders $ (275) 1,377,647 $ --
========= ========= ========
For the year ended July 31, 1997
Basic Loss per Share
Loss to common shareholders $ (352) 387,647 $ --
========= ========= ========
The effect of outstanding common stock equivalents would be anti-dilutive
for 1998 and 1997 and are thus not considered.
NOTE 2 - CONVERTIBLE PREFERRED STOCK
The convertible preferred stock is convertible into common stock at the
option of the shareholder at any time after issuance of the convertible
preferred shares. The conversion ratio is one share of convertible preferred
stock for 30,000 shares of common stock.
The holders of convertible preferred stock shall be entitled to vote on all
matters at the ratio of one vote per share of common stock that it is
convertible into as if the shares had been converted.
In the event of any voluntary or involuntary liquidations (whether complete
or partial), dissolution, or winding up of the corporation, the holders of the
convertible preferred stock shall be entitled to be paid an amount in cash equal
to the net book value of the corporation on the date of liquidation, plus all
unpaid dividends, whether or not previously declared, accrued thereon to the
date of final distribution.
F - 8
<PAGE>
UNION 69, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED July 31, 1998 AND 1997
(Continued)
NOTE 3 - INCOME TAXES
As of July 31, 1998, the Company had a net operating loss carryforward for
income tax reporting purposes of approximately $2,900,000. Current tax laws
limit the amount of loss available to be offset against future taxable income
when a substantial change in ownership occurs. Therefore, the amount available
to offset future taxable income may be limited.
NOTE 4 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as is common with a
development stage company, the Company has had recurring losses during its
development stage.
NOTE 5 - COMMITMENTS
As of July 31, 1998 all activities of the Company have been conducted by
corporate officers from either their homes or business offices. Currently, there
are no outstanding debts owed by the company for the use of these facilities and
there are no commitments for future use of the facilities.
NOTE 6 - STOCK SPLIT
On May 13, 1997 the Board of Directors authorized 200 to 1 reverse stock
split of the Company's $.001 par value common stock. As a result of the split,
17,441,686 shares were canceled, and additional paid-in capital was increased by
$17,441. All references in the accompanying financial statements to the number
of common shares and per-share amounts for 1997 have been restated to reflect
the reverse stock split.
F - 9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE OF UNION 69, LTD. AS OF JULY 31, 1998 AND THE RELATED STATEMENTS OF
OPERATIONS AND CASH FLOWS FOR THE YEAR THEN ENDED AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-END> JUL-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 1
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<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> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
