<PAGE> 1
FORM 10-QSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended August 31, 1999
COMMISSION FILE NUMBER 0-13895
FRASER REALTY GROUP, INC.
(Exact name of Issuer as specified in its charter)
Delaware 34-1444240
(other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
761 Parkview Drive
Aurora, Ohio 44202
(Address of principal offices)
(330) 995-0051
(Issuer's telephone number, including area code)
Indicate by check mark whether the Issuer (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 Issuer
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes ( X ) No ( )
State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable dates.
Title of Each Class Outstanding at August 31, 1999
Common Stock, $0.0001 Par Value 1,038,948 Shares
Preferred Stock, $0.0001 Par Value 100,000 Shares
<PAGE> 2
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION PAGE
ITEM 1 Financial Statements
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II OTHER INFORMATION
SIGNATURES
2
<PAGE> 3
=============================================
Fraser Realty Group, Inc.
(a dormant state Company)
Financial Statements
&
Independent Auditor's Report
December 31, 1998 & June 30, 1999
=============================================
Harmon & Company, CPA, Inc.
Dublin, Ohio
3
<PAGE> 4
Fraser Realty Group, Inc.
Index
Independent Auditors' Report Page 5
Balance Sheets Page 6
Statements of Operations Page 7
Statement of Changes in Stockholders' Equity Page 8
Statements of Cash Flows Page 9
Notes to the Financial Statements Page 10
4
<PAGE> 5
H & C HARMON & COMPANY, CPA, INC.
6089 FRANTZ ROAD
SUITE 103
DUBLIN, OHIO 43017
Independent Auditor's Report
----------------------------
To The Board of Directors of
Fraser Realty Group, Inc.
We have audited the accompanying Balance Sheets of Fraser Realty Group,
Inc. as of December 31, 1998 and the six months ended June 30, 1999 and the
related Statements of Operations, Cash Flows, and Changes in Stockholders'
Equity. These financial statements are the responsibility of the management of
Fraser Realty Group, Inc.. Our responsibility is to express an opinion on these
financial statements based on our audit.
We have conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statements are free of material
misstatements. 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 audit provides 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 Fraser Realty Group,
Inc. as of December 31, 1998 and the six months ended June 30, 1999 and the
results of its operations and its cash flows for the year ended December 31,
1998 and the six months ended June 30, 1999 in conformity with generally
accepted accounting principles.
/s/ Harmon & Company, CPA, Inc.
- ------------------------------
Harmon & Company, CPA, Inc.
Dublin, Ohio
September 24, 1999
Phone 614-792-9833 Members of the AICPA . . . SEC Practice Section
Fax 614-792-9834 Ohio Society of Certified Public Accountants
5
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Fraser Realty Group, Inc.
Balance Sheets
December 31, 1998 and June 30, 1999
<TABLE>
<CAPTION>
6/30/99 12/31/98
------- --------
Assets
------
<S> <C> <C>
Cash and cash equivalents $ 5 $ 0
------------ ------------
Total Assets $ 5 $ 0
------------ ------------
Liabilities and Stockholders' Equity
------------------------------------
Liabilities $ 0 $ 0
------------ ------------
Total Liabilities 0 0
------------ ------------
Stockholders' Equity
- --------------------
Serial Preferred Stock, convertible $.0001 par value; 100,000
shares authorized, 100,000 and 50,000 shares issued 10 5
and outstanding at 6/30/99 and 12/31/98, respectively
Common Stock, $.0001 par value:; 25,000,000 shares
authorized; 1,038,948 shares issued and outstanding at
6/30/99 and 12/31/98, respectively 104 104
Additional Paid-in-Capital 17,063,578 17,063,578
Retained Earnings (Deficit) (17,063,687) (17,063,687)
------------ ------------
Total Stockholders' Equity 5 0
------------ ------------
Total Liabilities and Stockholders' Equity $ 5 $ 5
------------ ------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
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Fraser Realty Group, Inc.
Statement of Income and Retained Earnings (Deficit)
For the year ended December 31, 1998 and the Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
6/30/99 12/31/98
------- --------
Income
- ------
<S> <C> <C>
Gross Sales $ 0 $ 0
---------- ----------
Total Income 0 0
---------- ----------
Expenses
- --------
Legal & Accounting 0 0
---------- ----------
Total Expenses 0 0
---------- ----------
Net Income (Loss) $ 0 $ 0
---------- ----------
Weighted Average shares outstanding 1,038,948
during the period 1,038,948 1,038,948
---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
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Fraser Realty Group, Inc.
Statement of Changes in Stockholders' Equity
For the Year Ended December 31, 1998 and the Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
Preferred Stock Common Stock Additional Total
--------------- ------------ Paid-In Retained Stockholders'
Shares Amount Shares Amount Capital Earnings (Deficit) Equity
------ ------ ------ ------ ------- ------------------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance - December 31, 1997 50,000 $ 5 1,038,948 $104 17,063,578 ($17,063,687) $0
Balance - December 31, 1998 50,000 5 1,038,948 104 17,063,578 (17,063,687) 0
==================================================================================
Stock issued for exercise of warrants 50,000 5 5
Net loss for the six months ended June 30, 1999 0
----------------------------------------------------------------------------------
Balance - June 30, 1999 100,000 $10 1,038,948 $104 $17,063,578 ($17,063,687) $5
==================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
8
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Fraser Realty Group, Inc.
Statements of Cash Flows
For the year ended December 31, 1998 and the Six Months Ended June 30, 1999
<TABLE>
<CAPTION>
6/30/99 12/31/98
------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net Income (Loss) $ 0 $ 0
-------- --------
Preferred Stock issued for legal services 0 0
-------- --------
Total Adjustments to Net Income (Loss) 0 0
-------- --------
Net Cash Provided by Operating Activities 0 0
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Net Cash Provided (used) by Investing Activities 0 0
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
- ------------------------------------
Proceeds from exercise of stock purchase warrants 5 0
-------- --------
Net Cash Provided (Used) by Financing Activities 5 0
-------- --------
Net Increase (Decrease) in Cash $ 5 $ 0
-------- --------
Cash, Beginning of Period $ 0 $ 0
-------- --------
Cash, End of Period $ 5 $ 0
-------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
9
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FRASER REALTY GROUP, INC.
(a Dormant State Company)
Notes to Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following accounting principles and practices of Fraser Realty
Group, Inc. (the "Company" ) are set forth to facilitate the understanding of
data presented in the financial statements.
BASIS OF PRESENTATION - Fraser Realty Group, Inc. ("FRG"), a Delaware
corporation, is the successor to Fraser Mortgage Investments (the "Trust"), an
unincorporated association in the form of a business trust organized in Ohio
under a Declaration of Trust dated May 7, 1969. The executive offices of FRG are
located at 761 Parkview Drive, Aurora, Ohio 44202. At a special meeting of the
shareholders of the Trust held on August 28, 1984, the shareholders approved a
plan of reorganization pursuant to which
(1) all of the assets of the Trust were sold to FRG, a corporation
newly formed for the purpose of effecting the reorganization;
(2) FRG assumed all of the Trust's liabilities and obligations;
(3) each issued and outstanding share of the Trust was converted
into one share of FRG common stock; and
(4) the Trust was terminated.
The purpose of the proposed reorganization was to convert the Trust to
a business organization taxable as an ordinary corporation, instead of a real
estate investment trust, under the Federal income tax laws. Unless the context
otherwise requires, the term FRG includes its predecessor, the Trust.
FRG invests in real estate and mortgage loans. FRG was organized as a
real estate investment trust, primarily for the purpose of making passive
investments in real estate and passing through the income realized from such
investments to its shareholders. From its inception, FRG financed its real
estate investment operations principally through the sale of common stock, and
short-term debt financing, including both bank borrowings and the issuance of
commercial paper. FRG has seen its real estate investments evolve from
principally short-term construction loans to a mix of variable and fixed-rate
mortgage loans of which a significant portion consists of mortgage positions on
improved and unimproved land held by investors for development purposes.
Accordingly, FRG's investments in mortgage loans represent long-term assets with
realization dates dependent upon the equity holders' ability to complete
development projects or obtain refinancing from other sources. At the same time,
bank notes payable and commercial paper outstanding are all short-term
borrowings renewable at the option of the noteholders. FRG relies on these
short-term borrowings, the intermittent repayment of loans and the refinancing
or sale of portfolio investments in order to meet its current obligations.
During fiscal 1989, cash provided from these sources was wholly inadequate to
provide working capital to fund operations.
Management was unable to secure additional financing or find other
means of obtaining needed cash in fiscal 1990 to permit FRG to meet past and
current obligations. Accordingly, management determined that there was no reason
to continue operating and, thus, incurring further losses. FRG has been inactive
since 1990 and has not conducted any business since that time.
On August 4, 1998, acting in his capacity as Chairman of the Board and
President, and with first receiving the consent, approval and authorization of
FRG's Board of Directors, Roger A. Kimmel, Jr. filed with the State of Delaware,
Secretary of State, Division of Corporations, a Certificate For Renewal And
Revival Of Charter and thereby effected a renewal, revival and restoration of
the Company's Certificate of Incorporation pursuant to Section 312 of the
General Corporation Law of Delaware. Thereafter, Roger A.
10
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FRASER REALTY GROUP, INC. NOTES TO FINANCIAL STATEMENTS
Kimmel, Jr. filed on august 28, 1998 an Omnibus 10-K for the fiscal years ending
May 31, 1990 through 1998.
While the Company has no assets, liabilities, or ongoing operations and
has not engaged in any business activities since 1990, Roger A. Kimmel, Jr.
believes that it may be possible to recover some value for the Stockholders
through the implementation of a plan whereby FRG will be restructured as a
"clean public shell" for the purpose of effecting a business combination
transaction with a suitable privately-held company that has both business
history and operating assets.
Kimmel will continue to extend administrative expenses to keep FRG
current with its reporting requirements, maintaining the Corporation in good
standing, and continuing its acquisition efforts.
GOING CONCERN ACCOUNTING BASIS - The accompanying financial statements
have been prepared on a going concern basis, which contemplates the realization
of assets and the satisfaction of liabilities in the normal course of business.
PER SHARE AMOUNTS - Net loss per common share is computed based on the
weighted average number of common shares outstanding for each period. Shares
issuable upon exercise of options are not included in the computation since
their effect would be antidilutive.
CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
debt instruments with an original maturity of three months or less to be cash
equivalents.
NOTE 2. GOING CONCERN
The Company has not engaged in any business activity since 1990. In
1998, Mr. Kimmel incurred expenses to bring the Company current with filings
with the Securities and Exchange Commission and to reinstate the corporate
charter. In return for these services, Mr. Kimmel received 50,000 shares of
Preferred Stock in June of 1997 and an expense of $7,500 was recorded for these
services.
As of December 31, 1998 and June 30, 1999 the Company has a
stockholders' equity of $0.00 and $5.00, respectively. These factors, among
others, may indicate the Company will be unable to continue as a going concern.
The Company's continuation as a going concern depends upon its ability to
generate sufficient cash flow to conduct its operations and its ability to
obtain additional sources of capital and financing. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
NOTE 3. PREFERRED AND COMMON STOCK
On August 4, 1998, acting in his capacity as Chairman of the Board and
President, and with first receiving the consent, approval and authorization of
FRG's Board of Directors, Roger A. Kimmel, Jr. filed with the State of Delaware,
Secretary of State, Division of Corporations, a Certificate of Correction which
was filed to correct a certain error in the Company's original Certificate Of
Incorporation of Fraser Realty Group, Inc. filed in the office of the Delaware
Secretary of State on July 9, 1984. The defect of said Certificate to be
corrected was as follows, to-wit: No par value stock was mistakenly authorized.
Accordingly, Article Fourth: Section 1. of the Certificate was corrected to read
as follows:
"The total number of shares of all classes of stock which the
corporation shall have authority to issue is twenty-five million one hundred
thousand (25,100,000), of which twenty-five million (25,000,000) shares shall
be Common Stock with a par value of $0.0001 per share, and one hundred
thousand (100,000) shares shall be convertible Serial Preferred Stock with a
par value of $0.0001 per share."
11
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FRASER REALTY GROUP, INC. NOTES TO FINANCIAL STATEMENTS
Each preferred share entitles the holder/owner to surrender such
security and receive 230 common shares in exchange.
In 1997, Mr. Kimmel incurred expenses to bring the Company current with
filings with the Securities and Exchange Commission and to reinstate the
corporate charter. In return for these services, Mr. Kimmel received 50,000
shares of Preferred Stock in 1997 and an expense of $7,500 was recorded for
these services. Mr. Kimmel also received 50,000 irrevocable stock purchase
Warrants that are transferrable with a June 1, 1999 expiration date. These
warrants were exercised for a total of $5.00 in May 1999.
NOTE 4. RELATED PARTY TRANSACTIONS
In 1998, Mr. Kimmel incurred expenses to bring the Company current with
filings with the Securities and Exchange Commission and to reinstate the
corporate charter. In return for these services, Mr. Kimmel received 50,000
shares of preferred stock in 1997 and an expense of $7,500 was recorded for
these services. Mr. Kimmel also received 50,000 irrevocable stock purchase
Warrants that are transferrable with a June 1, 1999 expiration date. These
warrants were exercised for a total of $5.00 in May 1999.
NOTE 5. INCOME TAXES
As a result of operating losses, no provision for Income Taxes was
necessary. As of December 31, 1998, the Company has net operating loss
carryforwards of approximately $1,137,000 available to reduce future taxable
income expiring in 2005 and 2018. Ultimate utilization of the net operating loss
carryforwards will be subject to limitation and the existence of future taxable
income.
NOTE 6. OTHER
The Company has no operating activity except on a very limited basis
with the only activity being that of the Company's president actively seeking a
company with which to effect a business combination. In this process, he has
incurred legal expenses through December 31, 1998.
12
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FRASER REALTY GROUP, INC.
(a Dormant State Company)
August 31, 1998
Note 7. HISTORY OF THE COMPANY
Fraser Realty Group, Inc. ("FRG"), a Delaware corporation, is the
successor to Fraser Mortgage Investments (the "Trust"), an unincorporated
association in the form of a business trust organized in Ohio under a
Declaration of Trust dated May 7, 1969. The executive offices of FRG are located
at 761 Parkview Drive, Aurora, Ohio 44202 (telephone 330/995-0051). At a special
meeting of the shareholders of the Trust held on August 28, 1984, the
shareholders approved a plan of reorganization pursuant to which (1) all of the
assets of the Trust were sold to FRG, a corporation newly formed for the purpose
of effecting the reorganization; (2) FRG assumed all of the Trust's liabilities
and obligations; (3) each issued and outstanding share of the Trust was
converted into one share of FRG common stock; and (4) the Trust was terminated.
The purpose of the proposed reorganization was to convert the Trust to a
business organization taxable as an ordinary corporation, instead of a real
estate investment trust, under the Federal income tax laws. Unless the context
otherwise requires, the term FRG includes its predecessor, the Trust.
FRG invests in real estate and mortgage loans. FRG was organized as a
real estate investment trust, primarily for the purpose of making passive
investments in real estate and passing through the income realized from such
investments to its shareholders. From its inception, FRG financed its real
estate investment operations principally through the sale
13
<PAGE> 14
of common stock, and short-term debt financing, including both bank borrowings
and the issuance of commercial paper. FRG has seen its real estate investments
evolve from principally short-term construction loans to a mix of variable and
fixed-rate mortgage loans of which a significant portion consists of mortgage
positions on improved and unimproved land held by investors for development
purposes. Accordingly, FRG's investments in mortgage loans represent long-term
assets with realization dates dependent upon the equity holders' ability to
complete development projects or obtain refinancing from other sources. At the
same time, bank notes payable and commercial paper outstanding are all
short-term borrowings renewable at the option of the noteholders. FRG relies on
these short-term borrowings, the intermittent repayment of loans and the
refinancing or sale of portfolio investments in order to meet its current
obligations. During fiscal 1989, cash provided from these sources was wholly
inadequate to provide working capital to fund operations.
Management was unable to secure additional financing or find other
means of obtaining needed cash in fiscal 1990 to permit FRG to meet past and
current obligations. Accordingly, management determined that there was no reason
to continue operating and, thus, incurring further losses. FRG has been inactive
since 1990 and has not conducted any business since that time.
14
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Note 8. PROPOSED OPERATIONS
On May 4, 1997 Roger A. Kimmel, Jr. Chairman of the Board and President
of FRG, initiated a due diligence investigation into the former business,
affairs, market, stockholders and other relevant matters concerning the Company
and launched a movement to rehabilitate FRG.
While the Company has no assets, liabilities, or ongoing operations and
has not engaged in any business activities since 1990, Roger A. Kimmel, Jr.
believes that it may be possible to recover some value for the Stockholders
through the implementation of a plan whereby FRG will be restructured as a
"clean public shell" for the purpose of effecting a business combination
transaction with a suitable privately-held company that has both business
history and operating assets.
Roger A. Kimmel, Jr. believes the Company will offer owners of a
suitable privately-held company the opportunity to acquire a controlling
ownership interest in a public company at substantially less cost than would
otherwise be required to conduct an initial public offering. Nevertheless, Roger
A Kimmel, Jr. is not aware of any empirical statistical data that would
independently confirm or quantify Kimmel's belief concerning the perceived value
of a merger or acquisition transaction for the owners of a suitable
privately-held company. The owners of any existing business selected for a
business combination with the Company will incur significant costs and expenses,
including the costs of preparing the required business combination agreements
and related documents, the costs of preparing the Current Report on Form 8-K
describing the business combination transaction and the costs of preparing the
documentation associated with any future reporting under the Exchange Act and
registrations under the Securities Act.
Note 9. ACQUISITION OPPORTUNITIES
In implementing a particular business combination transaction, the
company may become a party to a merger, consolidation, reorganization, joint
venture, franchise or licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business. After the
consummation of a business combination transaction, it is likely that the
present Stockholders of the Company will only own a small minority interest in
the combined companies. In addition, as part of the terms of the acquisition
transaction, all of the Company's officers and directors will ordinarily resign
and be replaced by new officers and directors without a vote of the
Stockholders.
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Note 10. FUTURE EXPENSES
Roger A. Kimmel, Jr. will continue to extend administrative expenses to
keep Fraser Realty Group, Inc. current with its reporting requirements, maintain
the company in good standing and further fund the effort to identify a suitable
acquisition candidate.
ITEM 2. Management Discussion and Analysis of Financial Condition and Results of
Operations.
Financial Condition
The Company has no assets, liabilities, or ongoing operation and has
not engaged in any business activities since 1990. The Company had no operations
during the quarter ended August 31, 1999 and no material assets or liabilities
as of August 31, 1999.
Results of Operations
We are still seeking a suitable acquisition candidate. The candidates
to date lack the efficient resources to be a public company or have not had an
audit or did not have the ability to create a presence within the market place.
Plan of Operation
The Company has not engaged in any material operations or had any
revenues from operations during the preceding year. The Company's plan of
operation for the next quarter is to continue to seek the acquisition of assets,
property or business that may benefit the Company and its stockholders. Because
the Company has no resources, management anticipates that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such acquisition.
During the next quarter, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which are anticipated to be advanced by Kimmel to the Company.
Because the Company has not identified any such venture as of the date of this
Form 10-QSB, it is impossible to predict the amount of any expenses.
Kimmel will continue to extend administrative expenses to keep FRG
current with its reporting requirements, maintaining the Corporation in good
standing, and continuing its acquisition efforts.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES
NONE
ITEM 3. DEFAULTS ON SENIOR SECURITIES
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits None
B. Reports on Form 8-K None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Fraser Realty Group, Inc.
/s/ Roger A. Kimmel, Jr.
--------------------------
Roger A. Kimmel, Jr.
Chief Executive officer
Dated: August 31, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS, I.E. BALANCE SHEETS, STATEMENTS OF OPERATIONS, STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY, STATEMENTS OF CASH FLOWS, & NOTES TO THE
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-END> AUG-31-1999
<CASH> 0<F1>
<SECURITIES> 1,038,948
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,038,948
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 5
<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
<FN>
<F1>THIS IS A "DORMANT STATE COMPANY"
</FN>
</TABLE>
