U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended March 31, 1999
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 2-97869-D
-----------
TECON, INC.
-------------
(Name of Small Business Issuer in its Charter)
UTAH 87-0419571
---- ----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
455 East 500 South #205
Salt Lake City, UT 84111
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 363-7411
14613 N.E. 87th
P.O. Box 2770
Redmond, Washington 98073
----------------------------
(Former Name or Former Address, if changed since last Report)
<PAGE>
Securities Registered under Section 12(b) of the Exchange Act: None.
Name of Each Exchange on Which Registered: None.
Securities Registered under Section 12(g) of the Exchange Act: None.
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 Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company'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: March 31, 1999- $0
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
March 31, 1999 - $140.10. There are approximately 140,106 shares of common
voting stock of the Company held by non-affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None; Not applicable.
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of outstanding shares of each of the Issuer's classes of
common equity, as of the latest practicable date:
April 16, 1999
common - 1,199,962
preferred - 0
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in
Item 13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
Organization and Charter Amendments.
-----------------------------------
Tecon, Inc. (the "Company") was incorporated under the laws of the State of
Utah under the name "B.U.D. Corp." on March 28, 1985, primarily for the purpose
of raising minimal capital to seek out, investigate and acquire interests in
assets of businesses deemed to have potential for success. It had an initial
authorized capital of $305,000 divided into 5,000,000 shares $.001 par value
preferred stock and 300,000,000 shares of $.001 par value common stock.
On December 20, 1986, the Company resolved to change its name to "Tecon,
Inc." from "B.U.D. Corp" and reverse split its outstanding common stock on a
basis of two to one (2 to 1); on January 23, 1989, the Company resolved to
reverse split its common stock on a basis of four to one(4 to 1); and on October
18, 1995, the Board of Directors resolved to reverse split its common stock on a
basis of 51.662 for 1, effective November 20, 1995. Appropriate adjustments in
the stated capital and capital surplus accounts of the Company were made on each
reverse while retaining the authorized capital and par value. See Part III, Item
13, for copies of the Amendments to the Articles of Incoporation affecting these
reverse splits and/or consent of Directors and related opinon of counsel. All
Computations herein take into account these reverse splits.
Public Offering.
---------------
The Company filed a Registration Statement on Form S-18 with the Securities
and Exchange Commission (the "Commission") on May 17, 1985, and pursuant to its
Prospectus dated August 9, 1985, the Company commenced the offer and sale to the
public of Units consisting of common stock and common stock purchase warrants
entitling the holder to purchase additional common stock. The offering was
closed on December 5, 1985, after receipt of $170,600 pursuant to the offering.
For more information on exercised warrants, see the caption "History of
Operations" below.
Material Changes of Control Since Inception and Related Business History.
------------------------------------------------------------------------
The Company acquired Tecon, Inc., a Washington corporation
("Tecon-Washington"), pursuant to an Agreement and Plan of Reorganization, which
was completed in September of 1986. The Company acquired 100% of the issued and
outstanding shares of all classes of stock of Tecon-Washington in exchange for
common and preferred stock.
On June 27, 1988, the Board of Directors adopted resolutions whereby the
outstanding shares of preferred stock issued to Tecon-Washington were acquired
by the Company in exchange for shares of Loki Systems, Inc., owned by the
Company. There are currently no preferred shares issued or outstanding.
Effective on March 31, 1992, Todd Ingram, Joe Vittuli and Wayne Smith
resigned as executive officers and directors of the Company in seriatim, and
confirmed the designation of Bradley C. Burningham, Sheryl Ross and Shelley Goff
as executive officers and directors of the Company.
Following the reverse split of the Company's outstanding common stock in
1985, the current Board of Directors, as a group, controlled 75% of the
outstanding voting securities of the Company. See the caption "Sale of
Unregistered and Restricted Securites" during the Past Three Years below.
Sales of "Unregistered" & "Restricted" Securities Over The Past Three Years.
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name and Address Date Number of Shares Consideration
- ---------------- ---- ---------------- -------------
<S> <C> <C> <C>
Duane S. Jenson(1)(2) 1/20/94 29,035 $1,500
5525 S. 900 E. #110 1/20/94 29,035 Services
Salt Lake City, UT at par value
Leonard W. Burningham, Esq.(1)(2) 1/20/94 96,783 Legal fees
455 E. 500 S. #205 at par value
Salt Lake City, UT
Bradley C. Burningham(1) 4/4/96 100,000 Services at par value
455 E. 500 S. #205 9/28/97 100,000 Services at par value
Salt Lake City, UT 1/14/98 100,000 Services at par value
Shelley Goff(1) 4/4/96 100,000 Services at par value
455 E. 500 S. #205 9/28/97 100,000 Services at par value
Salt Lake City, UT 1/14/98 100,000 Services at par value
Sheryl Ross(1) 4/4/96 100,000 Services at par value
455 E. 500 S. #205 9/28/97 100,000 Services at par value
Salt Lake City, UT 1/14/98 100,000 Services at par value
</TABLE>
(1) See Part II, Item 10 and Item 11, for information regarding executive
compensation and stock ownership.
(2) On January 20, 1994, the Company issued Leonard W. Burningham, Esq.,
96,783 shares for legal fees and 29,035 to Duane S. Jenson for $1,500 and an
additional 29,035 for services all based on par value.
History of Operations.
----------------------
From its acquisition of Tecon-Washington in 1985 and until the end of
fiscal 1989, the Company was primarily engaged in research and development of
computerized video imaging and multi-user, multi-task systems. See Item 13 of
the Company's Annual Report on Form 10-KSB for the year ended March 31, 1991,
and which is incorporated herein by this reference.
The only significant business conducted by the Company since its inception
has been through its wholly owned subsidiary, Tecon-Washington. The Company
ceased business operations March 31, 1992. All of the assets of Tecon-Washington
were acquired by Precision Digital Images, Corporation, (PDI) as a Transfer in
Partial Satisfaction of Security Interest. For more information on the
Disposition of Assets and related events, see Item 13 of the Company's Current
Report on Form 8-K, filed with the Commission on March 27, 1992, which is
incorporated herein by this reference.
Tecon-Washington was dissolved by the State of Washington on September 21,
1992, for failure to file an annual report.
Pursuant to the Company's Prospectus, dated August 9, 1985, the Company
sold certain common stock purchase warrants. All unexercised warrants expired on
May 9, 1989, a date to which the exercise period was extended by the Board of
Directors.
Changes in Control.
- -------------------
Effective April 16, 1999, the Company completed an Agreement and Plan of
Reorganization (the "BuyIt Plan"), whereby it will acquire 100% of the issued
and outstanding securities and subscriptions to acquire securities of
ButIt.com., a california corporation ("Buy-It"). An 8-K Current Report dated
April 16, 1999, will be filed with the Securities and Exchange Commission
regarding the Buy-It Plan on or before May 3, 1999.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
material business operations since 1992. To the extent that the Company intends
to continue to seek the acquisition of assets, property or business that may
benefit the Company and its stockholders, it is essentially a "blank check"
company. Because the Company has limited assets and conducts no material
business operations, management anticipates that any such acquisition would
require it to issue shares of its common or preferred stock as the sole
consideration for the acquisition. This may result in substantial dilution of
the shares of current stockholders. The Company's Board of Directors shall make
the final determination whether to complete any such acquisition; the approval
of stockholders will not be sought unless required by applicable laws, rules and
regulations, its Articles of Incorporation or Bylaws, or contract. The Company
makes no assurance that any future enterprise will be profitable or successful.
<PAGE>
The Company is not currently engaging in any substantive business activity
and has no plans to engage in any such activity in the foreseeable future. In
its present form, the Company may be deemed to be a vehicle to acquire or merge
with a business or company. The Company does not intend to restrict its search
to any particular business or industry, and the areas in which it will seek out
acquisitions, reorganizations or mergers may include, but will not be limited
to, the fields of high technology, manufacturing, natural resources, service,
research and development, communications, transportation, insurance, brokerage,
finance and all medically related fields, among others. The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely limited, and may be restricted to entities who desire to
avoid what these entities may deem to be the adverse factors related to an
initial public offering ("IPO"). The most prevalent of these factors include
substantial time requirements, legal and accounting costs, the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other conditions
or requirements imposed by various federal and state securities laws, rules and
regulations. Any of these types of entities, regardless of their prospects,
would require the Company to issue a substantial number of shares of its common
stock to complete any such acquisition, reorganization or merger, usually
amounting to between 80 and 95 percent of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
Although the Company has not entered into any agreements with any other
entity with respect to any potential merger or acquisition transaction,
management has reviewed the business plan for Titan Energy, Inc., a California
based company. However, management does not believe that any transaction with
Titan to be any more likely than with another company.
Further, the National Association of Securities Dealers, Inc. (the "NASD")
has adopted regulations requiring that all "non-reporting" companies whose
shares of common stock are quoted on the NASD's OTC Bulletin Board be dropped
from such quotations, and the quotation will not be accepted from
"non-reporting" Company. See the heading "Risk Factors," specifically "No Market
for Common Stock, No Market for Shares," herein.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as pro
forma financial information consisting of a pro forma condensed balance sheet,
pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific objective
criteria.
<PAGE>
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company anticipates
that proposed business ventures will be made available to it through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial owners
or their affiliates may have an ownership interest. Current Company policy does
not prohibit such transactions. Because no such transaction is currently
contemplated, it is impossible to estimate the potential pecuniary benefits to
these persons.
Further, substantial fees are often paid in connection with the completion
of these types of acquisitions, reorganizations or mergers, ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. In the event that
such fees are paid, they may become a factor in negotiations regarding any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
<PAGE>
Year 2000.
- ----------
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with or
acquire a business that will be negatively affected by the "year 2000" problem.
The effect of such problem or the Company in the future can not be predicted
with any accuracy until such time as the Company identifies a merger or
acquisition target.
Principal Products and Services.
- ---------------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted by
the Company are to manage its current limited assets and to seek out and
investigate the acquisition of any viable business opportunity by purchase and
exchange for securities of the Company or pursuant to a reorganization or merger
through which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -----------------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts, professionals,
securities broker dealers, venture capital personnel, members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
- -----------------------------------------------------------------------
None; not applicable.
Competitive Business Conditions.
- -----------------------------------------
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company; many
of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a private
entity may have access to the public capital markets. There is no reasonable way
to predict the competitive position of the Company or any other entity in the
strata of these endeavors; however, the Company, having limited assets and cash
reserves, will no doubt be at a competitive disadvantage in competing with
entities which have recently completed IPO's, have significant cash resources
and have recent operating histories when compared with the complete lack of any
substantive operations by the Company for the past several years.
Sources and Availability of Raw Materials and Names of Principal Suppliers.
- -----------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions,
Royalty Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
<PAGE>
Need for any Governmental Approval of Principal Products or Services.
- ---------
Because the Company currently produces no products or services, it is not
presently subject to any governmental regulation in this regard. However, in the
event that the Company engages in a merger or acquisition transaction with an
entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on Business.
- ---------
The integrated disclosure system for small business issuers adopted by the
Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer; provided,
however, an entity is not a small business issuer if it has a public float (the
aggregate market value of the issuer's outstanding securities held by
non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an interest
in adopting policies that will streamline the registration process and make it
easier for a small business issuer to have access to the public capital markets.
The present laws, rules and regulations designed to promote availability to the
small business issuer of these capital markets and similar laws, rules and
regulations that may be adopted in the future will substantially limit the
demand for "blank check" companies like the Company, and may make the use of
these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
<PAGE>
Item 2. Description of Property.
------------------------
Other than cash and certain prepaid assets, the Company has virtually no
assets, property or business; its principal executive office address and
telephone number are the business office address and telephone number of its
counsel, and are currently provided at no cost. Because the Company has had no
business, its activities will be limited to keeping itself in good standing in
the State of Utah, seeking out acquisitions, reorganizations or mergers and
preparing and filing the appropriate reports with the Commission. These
activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
For material documentation respecting the disposition of assets , see Item
13 and the Current Report on Form 8-K, dated April 27, 1992, which is
incorporated herein by this reference. Furthermore, effective January 10, 1997
for consideration of $10, Mr. Wayne Smith entered into a Covenant Not to Sue and
Compromise and Settlement of debt of the Company, a copy of which is attached
hereto and incorporated herein by reference. See Item 13 of this Report. Mr.
Smith entered into this Agreement so the Company would be able to pursue future
business operations without being hindered by potential litigation. Mr. Smith
holds less than 5% of the Company's common stock.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the calendar year covered by this Report or during the
seven previous calendar years.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
<PAGE>
Market Information
- ------------------
There is no "public market" for shares of common stock of the Company. The
Company plans to submit for quotation regarding its common stock on the OTC
Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for the Company's common stock
will develop or be maintained.
Sale of "Restricted Shares"
- --------------------------
Of the 1,199,962 outstanding shares of the Company's common stock, 900,024
are deemed to be "Restricted" securities within the meaning of Rule 144 of the
Securities Act of 1933 (the "1933 Act"). If a market for the Company's common
stock ever develops, Bradley C. Burningham, Shelley Goff and Sheryl Ross, the
owners of these securities, may begin selling them as early as 90 days after any
acquisitin, reorganization or merger. Such sales may have a negative effect on
the Company's stock price.
Holders
- -------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 263.
Dividends
- ---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, 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 may be the Company expects to pay from its cash resources. As of
March 31, 1998, it had no cash or cash equivalents. If additional funds are
required during this period, such funds may be advanced by management or
stockholders as loans to the Company. Because the Company has not identified any
such venture as of the date of this Report, it is impossible to predict the
amount of any such loan. However, any such loan should not exceed $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any negotiations with any person regarding any
such venture.
<PAGE>
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Utah, compromising and settling its debts and seeking the acquisition
of assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations or since 1992.
At March 31, 1999, the Company's had no assets. See the Index to Financial
Statements, Item 7 of this Report.
During the fiscal year ended March 31, 1999, the Company had a net loss of
($3,606), due to taxes and general and administrative expenses. This compares to
a net loss of ($2,286), also attributable to taxes and general and
administrative expenses during the fiscal year ended March 31, 1998. The Company
has received no revenues in either of its two most recent calendar years. See
the Index to Financial Statements, Item 7 of this Report.
Liquidity.
- ---------
During the fiscal years ended March 31, 1999, and 1998, a shareholder and
consultant paid general and administrative expenses on behalf of the Company
totaling $3,606 and $1,686, respectively. The unsecured loan bears no interest
and is due on demand.
The Company has no assets and total liabilities of $5,568 for the year
ended March 31, 1999.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
March 31, 1999 and 1998
Independent Auditors' Report
Balance Sheets - March 31, 1999 and 1998
Statements of Operations for the years ended
March 31, 1999 and 1998
Statements of Stockholders' Equity for the
years ended March 31, 1999 and 1998
Statements of Cash Flows for the years ended
March 31, 1999 and 1998
Notes to the Financial Statements
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two calendar years or as of the date of this Report.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
- --------------------------------------------------
Not Applicable under 15(d). Further, the Company files under 15(d) of the
Exchange Act of 1934.
Identification of Directors and Executive Officers
- --------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ---------- --------------
<TABLE>
<S> <C> <C> <C>
Sheryl Ross President 3/92 *
Director
Bradley C. Burningham Vice President 3/92 *
Director
Shelley Goff Secretary/ 3/92 *
Treasurer
Director
</TABLE>
* These persons presently serve in the capacities indicated.
<PAGE>
Business Experience.
- -------------------
Sheryl Ross. President and Director. Ms. Ross is 49 years of age and is
employed as an office manager and assistant by Leonard W. Burningham, Esq. Ms.
Ross has worked for Leonard W. Burningham, Esq. for the past 30 years.
Bradley C. Burningham. Vice President and Director. Mr. Burningham is 25
years of age. Mr. Burningham received a BS Degree in Political Science from the
University of Utah in 1996, and has been employed by his father, Leonard W.
Burningham, Esq., since 1992.
Shelley Goff. Secretary, Treasurer and Director. Ms. Goff is 38 years of
age and currently employed as a legal assistant for Leonard W. Burningham, Esq.
Ms. Goff received a BS Degree in Finance from the University of Utah in 1992, an
AS Degree in Business Management in 1986 and an AAS Degree in Data Processing in
1985 from Salt lake Community College. Ms. Goff has 20 years experience in the
Securities Industry, with a Series 24 License, General Securities Principal;
Series 7 License, General Securities Representative; and a Series 63, Universal
State License. Ms. Goff is also self employed doing bookkeeping from her home
for the last twelve years.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any directors or executive
officers of the Company, either by blood or by marriage. However, Leonard W.
Burningham, Esq., who may be deemed to be an "affiliate" of the Company, is the
father of Bradley C. Burningham, and the employer of Messrs. Ross and Goff.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
<PAGE>
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
No reports required to be filed during the preceding two calendar years or
since the bankruptcy proceedings of the Company in 1989 which were required to
be filed by directors of executive officers of the Company have not been timely
filed.
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the
Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Name and Years or Other Restricted Option/ LTIP All
Principal Periods $ $ Annual Stock SAR's Payouts Other
Position Ended Salary Bonus Compenstion($) Awards ($) ($) ($) Comp-
ensation
Sheryl 3/31/99 0 0 0 0 0 0 0
Ross, 3/31/98 0 0 0 0 0 0 (3)
President 3/31/97 0 0 0 0 0 0 (2)
3/31/96 0 0 0 0 0 0 (1)
Bradley C. 3/31/99 0 0 0 0 0 0 0
Burningham, 3/31/98 0 0 0 0 0 0 (3)
V.P. 3/31/97 0 0 0 0 0 0 (2)
3/31/96 0 0 0 0 0 0 (1)
Shelley 3/31/99 0 0 0 0 0 0 0
Goff, 3/31/98 0 0 0 0 0 0 (3)
Secretary, 3/31/97 0 0 0 0 0 0 (2)
Treasurer 3/31/96 0 0 0 0 0 0 (1)
</TABLE>
(1) On March 4, 1996 the Board of Directors resolved to issue 300,000
"unregistered" and "restricted" shares of its $0.001 par value shares of common
voting stock to the directors and executive officers of the Company for services
rendered, 100,000 shares to each. See the caption "Business Development" of Item
1, Part I, and Item 11, Part III, of this Report.
<PAGE>
(2) On September 18, 1997 the Board of Directors resolved to issue 300,000
"unregistered" and "restricted" shares of its $0.001 par value share of common
voting stock to the directors and executive officers of the Company for services
rendered, 100,000 shares to each. See the caption "Business Development" of Item
1, Part I, and Item 11, Part III, of this Report.
(3) On January 14, 1998 the Board of Directors resolved to issue 300,000
"unregistered" and "restricted" shares of its $0.001 par value share of common
voting stock to the directors and executive officers of the Company for services
rendered, 100,000 shares to each. See the caption "Business Development" of Item
1, Part I, and Item 11, Part III, of this Report.
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending December 31, 1998, 1997, 1996, or 1995, or the period ending on the
date of this Report.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's directors
are compensated for any services provided as director. No additional amounts are
payable to the Company's directors for committee participation or special
assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
- -------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of this Report, with the computations being based upon 1,199,962 shares of
common stock being outstanding.
<PAGE>
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class (1)
- ---------------- -------------- --------
<S> <C> <C>
Bradley C. Burningham 300,024 25%
455 S. 500 S. #205
Salt Lake City, UT 84111
Leonard W. Burningham, Esq. 98,993 8.25%
455 S. 500 S. #205
Salt Lake City, UT 84111
Shelley Goff 300,000 25%
455 S. 500 S. #205
Salt Lake City, UT 84111
Sheryl Ross 300,024 25%
455 S. 500 S. #205
Salt Lake City, UT 84111
Duane S. Jenson 60,749* 5.1%
5525 S. 900 E. #110
Salt Lake City, UT 84117
------ ----
1,059,790 88.32%
</TABLE>
*Includes 29 shares controlled by Duane S. Jenson, in the name of Jenson
Services, Inc ("Jenson Services") Mr. Jenson can be deemed to be a beneficial
owner of shares owned by Jenson Services because he is one of the directors and
executive officers and its principal stockholder.
<PAGE>
Security Ownership of Management.
- --------------------------------
The following table sets forth the share holdings of the Company's
directors and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
- ---------------- ------------------------- --------
<S> <C> <C>
Bradley C. Burningham 300,024 25%
455 S. 500 S. #205
Salt Lake City, UT 84111
Shelley Goff 300,000 25%
455 S. 500 S. #205
Salt Lake City, UT 84111
Sheryl Ross 300,024 25%
455 S. 500 S. #205
Salt Lake City, UT 84111
--------- ------
All directors and executive
officers as a group 900,048 75%
(3 persons)
</TABLE>
Changes in Control.
- -------------------
Effective April 16, 1999, the Company completed an Agreement and Plan of
Reorganization (the "BuyIt Plan"), whereby it will acquire 100% of the issued
and outstanding securities and subscriptions to acquire securities of
ButIt.com., a california corporation ("Buy-It"). An 8-K Current Report dated
April 16, 1999, will be filed with the Securities and Exchange Commission
regarding the Buy-It Plan on or before May 3, 1999.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
For a description of transactionss between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years"
of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
- ---------------------------------
Reports on Form 8-K
- -------------------
**The Company filed with the Commission a Current Report on Form 8-K, as
filed on March 27, 1992, which is incorporated herein by this reference.
An 8-K Current Report dated April 16, 1999, will be filed with the
Securities and Exchange Commission regarding the ButIt.com Plan on or before May
3, 1999.
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------- ------------
<S> <C>
27 Financial Data Schedule
Documents Incorporated by Reference
- -----------------------------------
**Registration Statement on form S-18, as amended, dated 8-5-85
**Form 8-K, as filed on 3-27-92
**Form 10-KSB for the period ended 3-31-91
**Form 10-KSB for the period ended 3-31-98
**Initial Articles of Incorporation, as filed March 28, 1985.
**By-Laws
**Articles of Amendment to the Articles of Incorporation,
as filed on December 29, 1986
**Articles of Amendment to the Articles of Incorporation,
as filed on March 14, 1989
**Consent of Directors to reverse split on a basis of 51.662 to 1
**Legal opinion regarding reverse split and no amendment
being required
**Covenant Not to Sue and Compromise and Settlement of
debt of Tecon, Inc.
</TABLE>
*Summaries of all exhibits contained within this Registration Statement are
modified in their entirety by reference to these Exhibits.
**These documents are incorporated herein by this reference and have been
previously filed with the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TECON, INC.
Date: 4-21-99 By/S/Sheryl Ross
Sheryl Ross
President and 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 Company and in the capacities and on the dates indicated:
TECON, INC.
Date: 4-21-99 By/S/Sheryl Ross
Sheryl Ross
President and Director
Date: 4-21-99 By/S/Shelley Goff
Shelley Goff
Secretary/Treasurer and Director
<PAGE>
TECON, INC.
[A Development Stage Company]
Financial Statements and Independent Auditors' Report
March 31, 1999
<PAGE>
<TABLE>
<CAPTION>
TECON, INC.
[A Development Stage Company]
TABLE OF CONTENTS
Page
<S> <C>
Independent Auditors' Report 1
Balance Sheet -- March 31, 1999 2
Statements of Operations for the years ended March 31, 1999 and 1998, and for
the Period from Reactivation [January 18, 1994] through March 31,
1999 3
Statements of Stockholders' Deficit for the Period from Reactivation
[January 18, 1994] through March 31, 1999 4
Statements of Cash Flows for the years ended March 31, 1999 and 1998, and for
the Period from Reactivation [January 18, 1994] through March 31,
1999 5
Notes to Financial Statements 6-8
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Tecon, Inc.[a development stage company]
We have audited the accompanying balance sheet of Tecon, Inc. [a development
stage company] as of March 31, 1999, and the related statements of operations,
stockholders' deficit, and cash flows for the years ended March 31, 1999 and
1998, and from the Period of Reactivation [January 18, 1994] through March 31,
1999. 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 audit.
We 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 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 Tecon, Inc. [a development
stage company] as of March 31, 1999, and the results of operations and cash
flows for the years ended March 31, 1999 and 1998, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, the Company has accumulated losses from
operations, has no assets, and has a net working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Mantyla, McReynolds and Associates
Salt Lake City, Utah
April 16, 1999
<PAGE>
<TABLE>
<CAPTION>
Tecon, Inc.
[A Development Stage Company]
Balance Sheet
March 31, 1999
ASSETS
<S> <C> <C>
Assets $ -0-
---------------
Total Assets $ -0-
===============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities:
Current Liabilities:
Payable to Stockholders - NOTE 8 $ 5,568
---------------
Total Liabilities 5,568
Stockholders' Deficit:
Capital Stock -- 300,000,000 shares authorized having a
par value of $.001 per share; 1,199,962 shares issued
and outstanding - NOTE 9 1,200
Additional Paid-in Capital 2,114,138
Accumulated Deficit (2,120,906)
---------------
Total Stockholders' Deficit (5,568)
---------------
Total Liabilities and Stockholders' Deficit $ -0-
===============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Tecon, Inc.
[A Development Stage Company]
Statements of Operations
For the Years Ended March 31, 1999 and 1998, and for the Peiod from Reactivation
{January 18, 1994} through March 31, 1999
Reactivation
through
March 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
General & Administrative Expenses 3,457 2,286 14,319
------------ ---------- -------------
Operating Loss (3,457) (2,286) (14,319)
Net Loss Before Income Taxes (3,457) (2,286) (14,319)
Current Year Provision for Income Taxes -0- -0- -0-
------------ ---------- -------------
Net Loss $ (3,457) $ (2,286) $ (14,319)
============ ========== =============
Loss Per Share $ (.01) $ (.01) $ (.01)
============ ========== =============
Weighted Average Shares Outstanding 1,199,962 799,962 626,961
============ ========== =============
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Tecon, Inc.
[A Development Stage Company]
Statements of Stockholders' Deficit
For the Years Ended March 31, 1999 and 1998, and for the Period from Reactivation
{January 18, 1994} through March 31, 1999
Additional Net
Common Common Paid-in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
--------- --------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, January 18, 1994, date 7,498,701 $ 7,499 $ 2,098,939 $ (2,106,438) $ -0-
of Reinstatement
Issued stock for cash and
services, January 20, 1994 8,000,000 8,000 8,000
Net loss for the Year Ended
March 31, 1994 (8,000) (8,000)
--------- ---------- ---------- ----------- -----------
Balance, March 31, 1994 15,498,701 $ 15,499 $ 2,098,939 $ (2,114,438) $ -0-
Net loss for the Year Ended
March 31, 1995 -0- -0-
--------- --------- ---------- ---------- -----------
Balance, March 31, 1995 15,498,701 $ 15,499 $ 2,098,939 $ (2,114,438) $ -0-
Reverse split (51.662 for 1),
November 20, 1995 (15,198,739) (15,199) 15,199 -0-
Issued 300,000 shares of
common stock to directors for
services (3/4/96) 300,000 300 300
Net loss for the Year Ended
March 31, 1996 (300) (300)
--------- --------- ---------- ----------- -----------
Balance, March 31, 1996 599,962 $ 600 $ 2,114,138 $ (2,114,738) $ -0-
Net loss for the Year Ended
March 31, 1997 (276) (276)
--------- --------- ---------- ------------ -----------
Balance, March 31, 1997 599,962 600 2,114,138 (2,115,014) (276)
Issued 300,000 shares of
common stock to directors for
services (9/18/97) 300,000 300 300
Issued 300,000 shares of
common stock to directors for
services (1/14/98) 300,000 300 300
Net loss for the Year Ended
March 31, 1998 (2,286) (2,286)
--------- --------- ---------- ---------- -----------
Balance, March 31, 1998 1,199,962 $ 1,200 $ 2,114,138 $ (2,117,300) $ (1,962)
--------- --------- ---------- ---------- -----------
Net loss for the Year Ended
March 31, 1999 (3,606) (3,606)
--------- --------- ---------- ---------- -----------
Balance, March 31, 1999 1,199,962 $ 1,200 $ 2,114,138 $ (2,120,906) $ (5,568)
========= ========= =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
Tecon, Inc.
[A Development Stage Company]
Statements of Cash Flows
For the Years Ended March 31, 1999 and 1998, and for the Period from Reactivation
{January 18, 1994} through March 31, 1999
Reactivation
through
March 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Cash Flows Provided by/(Used for) Operating Activities
Net Loss $ (3,606) $ (2,286) $ (14,468)
Adjustments to reconcile net income to net cash
provided by operating activities:
Issued stock for director and legal fees 0 600 7,400
Increase in shareholder loan 3,606 1,686 5,568
--------- --------- -----------
Net Cash Used for Operating Activities -0- -0- (1,500)
Cash Flows Provided by Financing Activities
Issued stock for cash 1,500
--------- --------- -----------
Net Increase/(Decrease) in Cash -0- -0- -0-
Beginning Cash Balance -0- -0- -0-
--------- --------- -----------
Ending Cash Balance $ -0- $ -0- $ -0-
========= ========= ===========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for interest $ -0- $ -0- $ -0-
Cash paid during the year for income taxes $ -0- $ -0- $ -0-
</TABLE>
See accompanying notes to financial statements.
<PAGE>
Tecon, Inc.
[A Development Stage Company]
Notes to Financial Statements
March 31, 1999
NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization
Tecon, Inc. [formerly known as B. U. D. Corp.] incorporated under the laws
of the State of Utah in 1985. The Company changed its name to Tecon, Inc.
after acquiring Tecon, Inc., a Washington corporation in August 1986. The
company engaged in research, development, assembly, and sale of computer
video imaging, multi-user multi-tasking systems and computer board
products. In 1992, the Company assigned all of its assets to Precision
Digital Images, Corporation [PDI], a creditor, in partial satisfaction of
debts owed and ceased all operations. Since that time the Company was left
dormant until January 18, 1994 when it was reactivated.
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles. The following summarizes the
more significant of such policies:
(b) Income Taxes
Effective April 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109 [the Statement], Accounting for
Income Taxes. The Statement requires an asset and liability approach for
financial accounting and reporting for income taxes, and the recognition of
deferred tax assets and liabilities for the temporary differences between
the financial reporting bases and tax bases of the Company's assets and
liabilities at enacted tax rates expected to be in effect when such amounts
are realized or settled. The cumulative effect of this change in accounting
for income taxes as of March 31, 1999 is $0 due to the valuation allowance
established as described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted-average number of shares
outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company considers cash on
deposit in the bank to be cash. The Company had $0 cash at March 31, 1999.
<PAGE>
NOTE 1 ORGANIZATION AND SUMMAR OF SIGNIFICANT ACCOUNTING POLICIES
[continued]
(e) Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NOTE 2 LIQUIDITY/GOING CONCERN
The Company has accumulated losses since inception through March 31, 1999
amounting to $2,120,906, has no assets, and has a net working capital
deficiency at March 31, 1999. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
Management plans include finding a well-capitalized merger candidate to
recommence its operations. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. The Company is currently negoriating a reorganization plan
with another corporation.
NOTE 3 INCOME TAXES
The Company adopted the provisions of Statement of Financial Accounting
Standards No. 109 [the Statement], Accounting for Income Taxes, as of April
1, 1993. Prior years' consolidated financial statements have not been
restated to apply the provisions of the Statement. No provision has been
made for income taxes in the consolidated financial statements because the
Company has accumulated substantial losses since inception.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax asset at March 31, 1999 have no impact on the
financial position of the Company. A valuation allowance is provided when
it is more likely than not that some portion of the deferred tax asset will
not be realized. Because of the lack of taxable earnings history, the
Company has established a valuation allowance for all future deductible
temporary differences. Net operating loss carry forward amounts expire at
various times through 2014.
<PAGE>
NOTE 4 RELATED-PARTY TRANSACTIONS
During the fiscal years ended March 31, 1999, and 1998, a shareholder and
consultant paid general and administrative expenses on behalf of the
Company totaling $3,606 and $1,686, respectively. The accumulated balance
due to the shareholder is $5,568, as of March 31, 1999 The unsecured loan
bears no interest and is due on demand.
NOTE 5 ISSUANCE OF COMMON STOCK
For the year ended March 31, 1998, the Company issued 600,000 shares of
common stock as payment for fees for its directors.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000769592
<NAME> Tecon, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 5,568
<BONDS> 0
0
0
<COMMON> 1,200
<OTHER-SE> (6,768)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (3,457)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 149
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,606)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.00)
</TABLE>
