SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended Commission File No.
June 30, 1999 33-19107
- --------------------- -------------------
LBO Capital Corp.
(Exact name of Registrant as Specified in its Charter)
Colorado 38-2780733
- --------------------------------- -------------------
(State or Other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
7001 Orchard Lake Road, Suite 424
West Bloomfield MI 48322-3608
- ---------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
(248) 851-5651
(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 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 X No
------- -------
As of August 13, 1999 a total of 12,100,000 shares, $.0001 par value common
stock, were issued and outstanding.
<PAGE>
LBO CAPITAL CORP.
Form 10-Q Filing of Quarter Ended June 30, 1999
INDEX
Page
Number
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Balance Sheets
June 30, 1999 (Unaudited) and December 31, 1998 3
Statements of Operations (Unaudited)
Three and Six months ended June 30, 1999 and 1998 4
Statements of Cash Flows (Unaudited)
Six months ended June 30, 1999 and 1998 5
Notes to Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Statements (Unaudited) 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 8-x
Financial Statements of Ajay Sports, Inc.
as of June 30, 1999 x
Signature Page
Note: No other information is included in answer to any item under Part II as
those other Items are either not applicable, or if applicable, the answer is
negative.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
LBO CAPITAL CORP.
BALANCE SHEETS
(Unaudited)
June 30, December 31,
1999 1998
-------------- --------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and Equivalents $ 38 $ 73
Interest Receivable - Other 658
Note Receivable - Other 300,000 -0-
Marketable Securities - Available for Sale 61,364 46,023
------------ ------------
Total Current Assets 362,060 46,096
TOTAL ASSETS $ 362,060 $ 46,096
============ ============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable $ 731 $ 3,763
Accounts Payable - Related Entities 210 210
Notes Payable - Other 820,351 514,901
Accrued Expenses and Taxes 151,359 126,319
------------ ------------
Total Current Liabilities 972,651 645,193
Stockholders' Equity
Common Stock, $.0001 par value;
Authorized 100,000,000 Shares;
Issued and Outstanding 12,100,000 shares 1,210 1,210
Additional Paid-In Capital 623,094 623,094
Unrealized Gain(Loss) on Available for Sale Securities 12,968 (2,373)
Accumulated Deficit (1,247,864) (1,221,027)
------------ ------------
Total Stockholders' Deficit (610,592) (599,097)
------------ ------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT $ 362,060 $ 46,096
============ ============
See notes to financial statements.
3
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
LBO CAPITAL CORP.
STATEMENTS OF OPERATIONS
For the Three Months Ended June 30, For the Six Months Ended June 30,
1999 1998 1999 1998
------------- ----------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES:
Interest Income - Other $ 658 $ -0- $ 658 $ -0-
EXPENSES:
Professional Services 211 (459) 639 (319)
Management Fees 930 690 1,620 1,410
Interest Expense 12,620 13,374 25,040 26,525
Other Expenses 55 45 195 75
----------- ------------- ----------- --------------
Total Expenses 13,816 13,650 27,494 27,691
----------- ------------- ----------- --------------
Income (Loss) Before Income Taxes (13,158) (13,650) (26,836) (27,691)
Income Tax Expense (Benefit):
Currently Payable -0- -0- -0- -0-
----------- ------------- ----------- --------------
Net Income (Loss) $ (13,158) $ (13,650) $ (26,836) $ (27,691)
=========== ============= =========== ==============
Net Income (Loss) per Share $ (.00) $ (.00) $ (.00) $ (.00)
=========== ============= =========== ==============
Weighted Average Number of Common Shares
Outstanding 12,100,000 12,100,000 12,100,000 12,100,000
=========== ============= =========== ==============
See notes to financial statements.
4
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
<CAPTION>
LBO CAPITAL CORP.
CASH FLOWS
(UNAUDITED)
June 30, June 30,
1999 1998
--------------- --------------
<S> <C> <C>
Cash Flows for Operating Activities:
Net Loss $ (26,836) $ (27,691)
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Changes in Assets and Liabilities:
(Decrease) Increase in:
Interest Receivable - Other (658) -0-
Accounts Payable (3,032) (3,472)
Accounts Payable - Related Entities -0- (850)
Accrued Expenses and Taxes 25,041 26,525
----------- -----------
Total Adjustments 21,351 22,203
----------- -----------
Net Cash (Used for) Operations (5,485) (5,488)
Cash (Used for) Investing Activities
Note Receivable - Other (300,000) -0-
Marketable Securities Available for Sale -0- -0-
----------- -----------
(300,000) -0-
----------- -----------
Cash Flows from Financing Activities:
Proceeds on Notes Payable 305,450 5,480
----------- -----------
Net Cash Provided by Financing Activities 305,450 5,480
----------- -----------
Net Increase (Decrease) in Cash (35) (8)
Cash and Cash Equivalents:
At Beginning of Period 73 43
----------- -----------
At End of Period $ 38 $ 35
=========== ===========
Supplemental Disclosures of Cash Flow Information:
Interest Paid $ -0- $ -0-
=========== ===========
See notes to financial statements.
5
</TABLE>
<PAGE>
LBO CAPITAL CORP
NOTES TO FINANCIAL STATEMENTS (Unaudited)
NOTE 1. INTERIM FINANCIAL STATEMENTS
The accompanying financial statements of LBO Capital Corp. ("the Company")
have been prepared by the Company without audit by independent accountants,
except for the balance sheet at December 31, 1998. In the opinion of the
Company's management, the financial statements reflect all adjustments necessary
to present fairly the Company's financial position at June 30, 1999 and December
31, 1998, and the results of operations and cash flows for the six month periods
ended June 30, 1999 and 1998.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These unaudited financial statements
should be read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report 10-K. The results for the six-month
periods ended June 30, 1999 are not necessarily indicative of future financial
results.
NOTE 2. INVESTMENTS.
As previously reported, the Company had acquired 1,880,000 shares of the
restricted common stock of Ajay Sports, Inc. ("Ajay") in April 1989, for
$182,000. Subsequently, this was reduced to 1,480,000 shares. As a result of
recording the Company's equity in net losses of Ajay, the carrying value of this
investment is zero. The Company also obtained 200,000 warrants of Ajay at that
time. Each warrant entitles the Company to purchase one share of Ajay common
stock at $.18. These warrants expire June 13, 1999.
On August 13, 1998, Ajay announced that its board of directors had
authorized the implementation of a 1-for-6 reverse split of the company's common
stock, effective with the commencement of trading on August 14, 1998. The
reverse split was approved by the stockholders of Ajay at the company's annual
meeting on May 29, 1998.
Following the reverse split, holders of Ajay's common stock received one
new share of $.01 par value common stock for every six shares of common stock
currently held. Therefore, the number of Ajay shares held by the Company is
246,667. The reverse split also affected the number and exercise price of the
Company's warrants, such that the Company now holds 33,333 warrants entitling it
to purchase one share of Ajay's common stock at $1.08 per share.
6
<PAGE>
NOTE 3: NOTE RECEIVABLE
On June 22, 1999, the Company loaned $300,000 to Pro Golf International, Inc.
("PGI"), a subsidiary of Ajay Sports, Inc. The Company received a promissory
note that is subordinated to PGI's primary lender. The unpaid principal balance
will bear an interest rate of 10% and will be due and payable in full on July
22, 2000. The proceeds were used to purchase all the outstanding capital stock
of Pro Golf of America, Inc., franchiser of Pro Golf Discount retail golf
stores. Ajay owns over 80% of the stock of Pro Golf International, with the
remaining shares held by a group of investors. The Company borrowed the funds
from an unrelated company to loan to PGI.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
(a) Material Changes in Financial Condition
---------------------------------------
Working capital decreased by $11,495 in the six-month period ended June
30, 1999 due to the net loss of $26,836 and an increase in unrealized gain on
investments of $15,341 for the six months ended June 30, 1999.
(b) Results of Operations
---------------------
Registrant's operations for the six months ended June 30, 1999 resulted in
a loss of $26,836. This was due mainly to interest expense of $25,040 and
management fees of $1,620.
Liquidity and Capital Resources
- -------------------------------
The Registrant is currently meeting its cash needs from borrowing from a
company. There is no assurance that this will continue in future years. The
Registrant's principal asset is its investment in marketable securities of Ajay,
which it has held for over nine years. These shares are carried at a zero value
on the Registrant's Balance Sheet as a result of recording the Registrant's
equity in net losses of Ajay. The market value of Ajay stock on June 30, 1999
was $2.188 per share. Ajay stock is traded over-the-counter. The approximate
market value of the Registrant's 246,667 shares was $539,707 on that date. The
Registrant also owns 15,341 shares of Enercorp, Inc. common stock. These shares
are carried at their fair market value of $4.00 per share at June 30, 1999,
which is $12,968 above cost. These shares could be liquidated to meet cash flow
needs if necessary.
7
<PAGE>
Year 2000 Compliance
- --------------------
The Company does not anticipate the year 2000 compliance requirements will have
a material impact on earnings. The Company has initiated replacement of the
Company's most significant computer programs with new updates that are warranted
to be year 2000 compliant. Installation of these updates is anticipated to be
completed prior to September 30, 1999. All other programs subject to year 2000
concerns will be evaluated utilizing internal and external resources to
reprogram, replace or test each of them.
Part II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Pursuant to the provisions of Reg. ss. 210.3-09 of Regulation S-X, the
Registrant is required to file separate financial statements of its equity basis
investee Ajay, which financial statements for June 30, 1999 are filed herewith.
(b) Reports on Form 8-K.
On July 12, 1999, the Registrant filed a Form 8-K reporting the extension
of the Class A, B & C warrants from July 25, 1999 to July 25, 2000.
8
<PAGE>
LBO CAPITAL CORP.
FORM 10-Q
For the Quarter Ended June 30, 1999
Signature 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.
LBO CAPITAL CORP.
-----------------
(Registrant)
By \s\Thomas W. Itin
-------------------------
Thomas W. Itin, President,
Chairman of Board of Directors
Date signed: August 19, 1999
9
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
AJAY SPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
June 30, 1999 December 31,
(Unaudited) 1998
ASSETS ------------- ------------
Current assets:
Cash $ 463 $ 6
Marketable securities 484 396
Trade accounts receivable, net 4,214 1,889
Inventories 4,942 5,680
Prepaid expenses and other 821 485
------------ ------------
Total current assets 10,924 8,456
Fixed assets, net 1,754 1,708
Other assets 145 179
Deferred tax benefit 5,138 1,119
Goodwill 7,639 1,621
------------ ------------
Total assets $ 25,600 $ 13,083
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 8,695 $ 195
Current portion of capital lease 4 4
Accounts payable 3,134 2,225
Accrued expenses 769 380
------------ ------------
Total current liabilities 12,602 2,804
Notes payable to affiliates - long term 1,587 1,587
Notes payable to banks - long term 7,138 5,951
Notes payable 2,070 -
------------ ------------
Total liabilities 23,397 10,342
Minority Interest in Subsidiary 24 -
Stockholders' equity:
Preferred stock, 10,000,000 shares authorized,
Series B, $0.01 par value, 12,500 shares
outstanding at liquidation value 1,250 1,250
Series C, $0.01 par value, 264,177 shares
outstanding at stated value 2,642 2,642
Series D, $0.01 par value, 6,000,000 shares 60 60
Common stock, $.01 par value 100,000,000 shares
authorized, 3,956,815 shares outstanding 40 40
Additional paid-in capital 15,065 14,762
Accumulated deficit (16,984) (16,006)
Accumulated unrealized (losses) gains on securities 106 (7)
------------ ------------
Total stockholders' equity 2,179 2,741
------------ ------------
Total liabilities and stockholders' equity $ 25,600 $ 13,083
============ ============
<PAGE>
<TABLE>
<CAPTION>
AJAY SPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Six Months
Ended June 30, Ended June 30,
1999 1998 1999 1998
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales $ 4,560 $ 8,991 $ 8,823 $ 16,589
Cost of sales 4,043 7,335 7,638 13,665
--------- --------- --------- ----------
Gross profit 517 1,656 1,185 2,924
Selling, general and 985 1,178 1,836 2,206
administrative expenses --------- --------- --------- ----------
Operating income (468) 478 (651) 718
Non-operating expense:
Interest expense, net 275 315 528 650
Other, net 44 38 70 (98)
--------- --------- --------- ----------
Total non-operating expense 319 353 598 552
--------- --------- --------- ----------
Income (loss) before income taxes (787) 125 (1,249) 166
Income tax expense (benefit) (275) - (275) -
--------- --------- --------- ----------
Net income (loss) $ (512) $ 125 $ (974) $ 166
========= ========= ========= ==========
Basic and diluted earnings per share* $ 0.00 $ 0.00 $ 0.00 $ 0.00
========= ========= ========= ==========
Weighted average common shares outstanding 3,957 3,879 3,957 3,879
========= ========= ========= ==========
</TABLE>
* Computed by dividing net income or loss, after reduction for preferred stock
dividends, by the weighted average number of common shares outstanding.
<PAGE>
<TABLE>
<CAPTION>
AJAY SPORTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS), (UNAUDITED) )
Six Months
Ended June 30,
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (974) $ 166
Adjustments to reconcile to net cash flows from
operating activities:
Depreciation and amortization 196` 181
Change in assets [(increase)/decrease] and
liabilities [increase/(decrease)]:
Trade accounts receivable, net (2,325) (1,189)
Inventories 738 639
Prepaid expenses and other current assets (336) (68)
Other assets 34 (171)
Deferred tax benefits (4,019) -
Accounts payable 913 (676)
Accrued expenses 389 (112)
Goodwill (6,044) -
-------- -------
Net cash used in operating activities (11,428) (1,230)
-------- -------
Cash flows from investing activities:
Net Acquisitions of fixed assets (215) (75)
-------- -------
Net cash used in investing activities (215) (75)
-------- -------
Cash flows from financing activities:
Net change in notes payable to banks 9,687 (163)
Net proceeds from notes payable to affiliates - 1,300
Net proceeds from notes payable 2,070 -
Net change in marketable securities 97 -
Net proceeds from minority interest in subsidiary 246
-------- -------
Net cash provided by financing activities 12,100 1,137
-------- -------
Net increase (decrease) in cash 457 (168)
Cash at beginning of period 6 234
-------- -------
Cash at end of period $ 463 $ 66
======== =======
Supplemental disclosures of cash flow information:
Cash paid for interest $ 215 $ 633
======== =======
Cash paid for income tax - -
======== =======
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
This report contains forward-looking statements including statements containing
words such as "believes", "anticipates", "expects" and the like. All statements
other than statements of historical fact included in this report are forward
looking statements. The Company believes that its expectations reflected in its
forward looking statements are reasonable, but it can give no assurance that the
expectations ultimately will prove to be correct. Important factors including,
without limitation, statements relating to planned acquisitions, development of
new products, the financial condition of the Company, the ability to increase
distribution of the Company's products, integration of businesses the Company
has acquired, disposition of any current business of the Company, and the
Company's relationship with Williams Controls, Inc., a related company, could
cause the Company's actual results to differ materially from those anticipated
in these forward-looking statements. The Company does not intend to update the
forward looking statements contained in this report.
1. BASIS OF PRESENTATION
The condensed consolidated financial statements included herein have been
prepared by Ajay Sports, Inc. (the "Company") without audit and pursuant to the
rules and regulations of the Securities and Exchange Commission. In the opinion
of the Company, the financial statements reflect all adjustments, which consist
only of normal recurring adjustments, necessary to present fairly the financial
position of the Company at June 30, 1999 and the results of operations for the
three and six-month periods ended June 30, 1999 and 1998 and the cash flows for
the same six-month periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the SEC rules and regulations dealing
with interim financial statements. However, the Company believes that the
disclosures made in the condensed financial statements included herein are
adequate to make the information presented not misleading. These condensed
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.
The year-end condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by generally accepted
accounting principles.
The interim period results are not necessarily indicative of results which may
be expected for any other interim period or for the full year. Certain costs are
estimated for the full year and allocated to interim periods based on activity
associated with the interim period. Accordingly, such costs are subject to year
end adjustment.
<PAGE>
2. INVENTORIES
The major classes of inventories (rounded to thousands) are as follows:
June 30, December 31,
1999 1998
--------- --------------
Raw Materials $ 1,320 $ 1,493
Work in Process 1,146 1,052
Finished Goods 2,476 3,135
--------- ---------------
$ 4,942 $ 5,680
========= ===============
3. NOTES PAYABLE TO BANKS
On February 2, 1999, the Company entered an agreement with Wells for a seasonal
over advance of up to $750,000 beginning February 2, 1999. Half of the over
advance, or up to $375,000, initially was due to Wells on June 1, 1999 with the
other half, or up to $375,000, due to Wells on July 1, 1999. The full amount of
this over advance has been extended through August 1999. The interest rate on
advances outstanding on the over advance is prime plus 2%. The terms and length
of the over advance loan are currently being renegotiated with the objective of
providing more availability of funds to the Company.
On June 23, 1999 the Company, through a newly formed subsidiary Pro Golf
International, Inc. increased its borrowings by $8,500,000 with a 75 day bridge
loan from Comerica Bank. The proceeds of this loan were used toward the purchase
of 100% of the outstanding common stock of Pro Golf of America, Inc. Long-term
financing is being arranged to replace this loan and is expected to be in place
by the due date of the bridge loan.
<PAGE>
4. SEGMENT INFORMATION
The contribution to net sales, operating income (loss) and identifiable assets
of the Company's industry segments for the quarter and six months ended June 30,
1999 and 1998 (unaudited) are as follows (in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------
Quarter Ended June 30, 1999
--------------------------------------------------------------
GOLF
------------------------
Mass Specialty
Furniture Merchant Golf Stores Franchise Corporate Consolidated
Net Sales $ 1,897 $ 2,431 $ 232 $ - $ 4,560
Operating Profit/(Loss) 96 (198) (112) (254) (468)
Total Assets 3,095 9,739 1,682 12,308 - 25,600
Depreciation/Amortization 30 58 13 - 101
Capital Expenditures 58 44 - - 102
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
Quarter Ended June 30, 1998
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
GOLF
------------------------
Mass Specialty
Furniture Merchant Golf Stores Franchise Corporate Consolidated
Net Sales $ 1,190 $ 7,329 $ 472 $ - $ 8,991
Operating Profit/(Loss) 39 745 (130) (176) 478
Total Assets 2,350 12,463 2,312 - 17,125
Depreciation/Amortization 23 55 2 - 80
Capital Expenditures 39 13 - - 52
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
<PAGE>
Six Months Ended June 30, 1999
- ------------------------------------------------------------------------------------------------------------------
GOLF
------------------------
Mass Specialty
Furniture Merchant Golf Stores Franchise Corporate Consolidated
Net Sales $ 4,165 $ 4,385 $ 273 $ - $ 8,823
Operating Profit/(Loss) 412 (508) (147) (408) (651)
Total Assets 3,095 8,515 1,682 12,308 - 25,600
Depreciation/Amortization 54 116 26 - 196
Capital Expenditures 77 44 - - 121
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
Six Months Ended June 30, 1998
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
GOLF
------------------------
Mass Specialty
Furniture Merchant Golf Stores Franchise Corporate Consolidated
Net Sales $ 2,950 $ 12,647 $ 992 $ - $ 16,589
Operating Profit/(Loss) 259 1,018 (240) (319) 718
Total Assets 2,350 12,463 2,312 - 17,125
Depreciation/Amortization 49 110 22 - 181
Capital Expenditures 62 13 - - 75
- ---------------------------------------------------------------------------------------------------------------------
The franchise segment is due to the acquisition of Pro Golf.
</TABLE>
<PAGE>
- ------------------------------------------------------------------------------
5. DIVIDENDS
- ------------------------------------------------------------------------------
Dividends on Series B and C Convertible Preferred Stock have not been declared
for 1997, 1998 or 1999 due to unavailability of funds. Dividends are in arrears
on Series B in the amount of $1,056,575 and on Series C in the amount of
$708,262. Dividends are permitted to be paid under the credit agreement when
sufficient funds become available.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000753557
<NAME> LBO Capital Corp.
<MULTIPLIER> 1
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Apr-01-1999
<PERIOD-END> Jun-30-1999
<EXCHANGE-RATE> 1
<CASH> 38
<SECURITIES> 61,364
<RECEIVABLES> 300,658
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 362,060
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 362,060
<CURRENT-LIABILITIES> 972,651
<BONDS> 0
0
0
<COMMON> 1,210
<OTHER-SE> (611,802)
<TOTAL-LIABILITY-AND-EQUITY> (362,060)
<SALES> 0
<TOTAL-REVENUES> 658
<CGS> 0
<TOTAL-COSTS> 2,454
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,040
<INCOME-PRETAX> (26,836)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (26,836)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
