<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 Commission file number 33-4001
----------------- -------
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its Articles of Incorporation)
DELAWARE 43-1393535
- -------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
201 Progress Parkway
Maryland Heights, Missouri 63043
- -------------------------------------------------------------------------------
(Address and principal executive office) (Zip Code)
Registrant's telephone number, including area code (314) 515-2000
---------------------
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES X NO
---- ----
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of filing date:
COMMON STOCK, $.01 Par Value - 1,000 Shares
The Registrant meets the conditions set forth in General Instruction
J(1)(a) and (b) of Form 10-K and is therefore filing this form with the
reduced disclosure format.
<PAGE> 2
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
----
<S> <C>
PART I
Item 1. Business 3
Item 2. Properties 3
Item 3. Legal Proceeding 3
Item 4. Submission of Matters to a Vote of Security Holders 3
PART II
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters 4
Item 6. Selected Financial Data 4
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 4
Item 8. Financial Statements and Supplementary Data 6
Item 9. Change in and Disagreements with Accountants
on Accounting and Financial Disclosure 15
PART III
Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and
Management 16
Item 13. Certain Relationships and Related Transactions 16
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K 17
SIGNATURES 19
INDEX TO EXHIBITS 20
</TABLE>
2
<PAGE> 3
PART I
Item 1. BUSINESS
Cornerstone Mortgage Investment Group, Inc. (the "Company" or
"Cornerstone") was incorporated in the state of Delaware on January 9, 1986,
as a wholly owned, limited purpose subsidiary of Edward D. Jones & Co., L.P.
("EDJ"), a Missouri limited partnership.
The Company was organized for the purpose of investing in
Certificates to be purchased with the proceeds of Secured Mortgage Bonds
collateralized by such Certificates. EDJ organized the Company and currently
owns all the issued and outstanding capital stock of the Company. The
Company does not intend to engage in any business or investment activities
other than issuing and selling Secured Mortgage Bonds and acquiring, owning,
holding and assigning Certificates and investing cash balances on an interim
basis in high quality, short-term securities some or all of which may be
purchased from or through EDJ. Article 3 of the Company's Certificate of
Incorporation limits the Company's business and investment activities to the
above purposes and to any activities incidental and necessary or convenient
for such purposes. Article 7 of the Company's Certificate of Incorporation
prohibits the Company, without the consent of the trustee under any indenture
pursuant to which Bonds are issued, from (1) dissolving or liquidating, in
whole or in part; (2) merging or consolidating with another corporation other
than a corporation wholly owned, directly or indirectly, by EDJ or (3)
amending Articles 3 or 7 of the Company's Certificate of Incorporation.
Due to revisions to the Internal Revenue Code, effective January 1,
1987, the Company no longer issues Bonds, but will continue in operation
until such time as the Bonds previously issued are retired or mature.
Item 2. PROPERTIES
The Company has no physical properties appropriate for description
herein.
Item 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
3
<PAGE> 4
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
As of filing date, all outstanding shares of the Company's
common stock are owned by EDJ and are not traded on any stock exchange
or in the over-the-counter market.
Item 6. SELECTED FINANCIAL DATA
Omitted pursuant to General Instruction J(2)(a) of Form 10-K.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
1997 VERSUS 1996
Revenues for the year ended December 31, 1997 were $11,738, a
decrease of $2,341 from the prior year. Such amount consists
solely of earnings from the Company's residual interest in its
three series of Secured Mortgage Bonds outstanding.
Expenses in 1997 decreased by $557 to $3,628 for the year.
The decrease was due to a decline in trustee fees. These fees
will continue to decrease as the securities principal balances of
the Secured Mortgage Bonds decrease.
The result was net income of $8,110.
1996 VERSUS 1995
Revenues for the year ended December 31, 1996 were $14,079, a
decrease of $4,226 from the prior year. Such amount consists
solely of earnings from the Company's residual interest in its
three series of Secured Mortgage Bonds outstanding.
Expenses in 1996 decreased by $3,380 to $4,185 for the year.
The decrease was due to a decline in trustee fees.
The result was net income of $9,894.
Liquidity and Capital Adequacy
------------------------------
Cornerstone currently has a deficit capital balance of
$429,984, the majority of which is a result of previous years'
management fees charged by EDJ to Cornerstone. Cornerstone
relies on EDJ's ability to extend credit, and no circumstances
currently exist which would adversely affect EDJ's ability to
extend credit to Cornerstone. Management fees are no longer
being charged by EDJ to Cornerstone.
4
<PAGE> 5
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED)
Cash Flows
----------
Operating activities provided cash of $4,964 for the year
ended December 31, 1997. Cornerstone's cash was derived
primarily from net income of $8,110 and an increase in the
payable to Edward D. Jones & Co., L.P., offset by an increase in
receivables from the trustee.
Cash increased $10,464 from December 31, 1995 to December 31,
1996. Cornerstone's cash was derived from net income of $9,894
in 1996 and an increase in the payable to Edward D. Jones & Co.,
L.P., offset by a decrease in accrued expenses.
Year 2000 Issues
----------------
In 1997, the Partnership began the process of identifying the
software applications expected to be impacted by the Year 2000
system issue. The Partnership does not believe the costs of
addressing these issues will have a material impact on the
partnership financial position or on its results of operations.
5
<PAGE> 6
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements and Supplementary Financial Data
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Report of Independent Public Accountants 7
Balance Sheet as of December 31, 1997 and 1996 8
Statement of Operations for the Years Ended December 31,
1997, 1996 and 1995 9
Statement of Cash Flows for the Years Ended December 31,
1997, 1996 and 1995 10
Statement of Changes in Stockholder's Equity for the
Years Ended December 31, 1997, 1996 and 1995 11
Notes to Financial Statements 12
</TABLE>
All schedules are omitted because they are not required, inapplicable or the
information is included in the financial statements or notes thereto.
6
<PAGE> 7
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------
To Cornerstone Mortgage Investment Group, Inc.:
We have audited the accompanying balance sheet of Cornerstone Mortgage
Investment Group, Inc. (a Delaware corporation and wholly owned subsidiary of
Edward D. Jones & Co., L.P.) as of December 31, 1997 and 1996, and the
related statements of operations, cash flows and changes in stockholder's
equity for each of the three years in the period ended December 31, 1997.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cornerstone Mortgage
Investment Group, Inc. as of December 31, 1997 and 1996, and the results of
its operations and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally accepted accounting
principles.
ARTHUR ANDERSEN LLP
St. Louis, Missouri,
February 20, 1998
7
<PAGE> 8
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
<TABLE>
BALANCE SHEET
-------------
AS OF DECEMBER 31, 1997 AND 1996
--------------------------------
<CAPTION>
1997 1996
--------- ---------
ASSETS
------
<S> <C> <C>
CASH $ 48,726 $ 43,762
TRUSTEE RECEIVABLE 3,660 -
--------- ---------
TOTAL ASSETS $ 52,386 $ 43,762
========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
------------------------------------
<S> <C> <C>
LIABILITIES:
PAYABLE TO EDWARD D. JONES & CO., L.P. $ 478,870 $ 478,356
ACCRUED EXPENSES 3,500 3,500
--------- ---------
TOTAL LIABILITIES $ 482,370 $ 481,856
--------- ---------
STOCKHOLDER'S EQUITY:
COMMON STOCK - $.01 par value, 1,000 shares
authorized, issued and outstanding 10 10
PAID-IN CAPITAL 300,490 300,490
RETAINED DEFICIT (730,484) (738,594)
--------- ---------
TOTAL STOCKHOLDER'S EQUITY (429,984) (438,094)
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDER'S
EQUITY $ 52,386 $ 43,762
========= =========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
8
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
<TABLE>
STATEMENT OF OPERATIONS
-----------------------
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
----------------------------------------------------
<CAPTION>
1997 1996 1995
------ ------- -------
<S> <C> <C> <C>
REVENUES:
Residual interest in certificates $11,738 $14,079 18,305
EXPENSES:
Registration, filing and other fees 3,628 4,185 7,565
------- ------- -------
INCOME BEFORE INCOME TAXES 8,110 9,894 10,740
PROVISION FOR INCOME TAXES - - -
------- ------- -------
NET INCOME $ 8,110 $ 9,894 $10,740
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
</TABLE>
9
<PAGE> 10
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
<TABLE>
STATEMENT OF CASH FLOWS
-----------------------
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
----------------------------------------------------
<CAPTION>
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES:
Net income $ 8,110 $ 9,894 $10,740
Adjustments to reconcile net income to
net cash provided by operating
activities -
Increase in payable to
Edward D. Jones & Co., L.P. 514 3,570 345
(Decrease) increase in accrued expenses - (3,000) 3,000
Increase in receivable from
trustee (3,660) - -
------- ------- -------
Net cash provided
by operating activities 4,964 10,464 14,085
CASH, beginning of year 43,762 33,298 19,213
------- ------- -------
CASH, end of year $48,726 $43,762 $33,298
======= ======= =======
The accompanying notes are an integral
part of these financial statements.
</TABLE>
10
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CORNERSTONE MORTGAGE INVESTMENT GROUP,INC.
<TABLE>
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
--------------------------------------------
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
----------------------------------------------------
<CAPTION>
Common Paid-In Retained
Stock Capital Deficit TOTAL
------ -------- --------- ---------
<S> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1994 $10 $300,490 $(759,228) $(458,728)
NET INCOME - - 10,740 10,740
--- -------- --------- ---------
BALANCE, DECEMBER 31, 1995 $10 $300,490 $(748,488) $(447,988)
NET INCOME - - 9,894 9,894
--- -------- --------- ---------
BALANCE, DECEMBER 31, 1996 $10 $300,490 $(738,594) $(438,094)
NET INCOME - - 8,110 8,110
--- -------- --------- ---------
BALANCE, DECEMBER 31, 1997 $10 $300,490 $(730,484) $(429,984)
=== ======== ========= =========
The accompanying notes are an integral
part of these financial statements.
</TABLE>
11
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Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
-----------------------------
DECEMBER 31, 1997, 1996 AND 1995
--------------------------------
1. GENERAL
-------
Cornerstone Mortgage Investment Group, Inc. ("Cornerstone") is a Delaware
corporation and a wholly owned subsidiary of Edward D. Jones & Co., L.P.
("EDJ"), a Missouri limited partnership. Cornerstone was incorporated on
January 9, 1986, for the limited purpose of issuing and selling secured
mortgage bonds (the "Bonds"), which are collateralized by Government National
Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC)
and Federal National Mortgage Association (FNMA) Certificates (collectively
the "Certificates"). Due to revisions to the Internal Revenue Code,
effective January 1, 1987, Cornerstone no longer issues Bonds. Cornerstone
will continue operations until such time as the Bonds previously issued are
retired or mature.
2. ISSUANCE OF BONDS
-----------------
In 1986, Cornerstone issued an aggregate principal amount of $38,875,000 of
Secured Mortgage Bonds in Series 1, Series 2 and Series 3 on a nonrecourse
basis. No affiliate of Cornerstone is required to make future payments with
respect to the Bonds. Therefore, these transactions have been accounted for
as sales, and both the Bonds and Certificates have been eliminated from
Cornerstone's balance sheet.
12
<PAGE> 13
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
The outstanding principal balance and remaining collateral value relating to
series issued by Cornerstone Mortgage Investment Group, Inc. are $5,182,000
and $5,198,698, respectively, as of December 31, 1997.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------
The following is a discussion of the significant accounting policies of
Cornerstone.
Basis of Accounting
- -------------------
Registration and offering costs are expensed as incurred.
The financial statements have been prepared under the accrual basis of
accounting which requires the use of certain estimates by management in
determining the Partnership's assets, liabilities, revenues and expenses.
Residual Interest
- -----------------
Residual interest in the Certificates pledged as collateral for the Bonds is
recorded as it accrues to the benefit of, and becomes available to,
Cornerstone.
4. RELATED PARTIES
---------------
The Certificates pledged to secure the Bonds were purchased by Cornerstone
from EDJ in 1986. EDJ purchased such certificates on the open market and no
profit was realized by EDJ on the sales to Cornerstone. In addition, EDJ was
the sole underwriter for the Bonds.
13
<PAGE> 14
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (CONTINUED)
5. INCOME TAXES
------------
Cornerstone provides income taxes currently for all items included in the
statement of operations. The differences in the recognition of revenues and
expenses for tax and financial reporting purposes are due to the Bonds and
Certificates not being eliminated from Cornerstone's financial statements for
tax purposes.
During 1997, 1996 and 1995, Cornerstone utilized $8,110, $9,894 and $3,652,
respectively, of its net operating loss carryforward. As of December 31,
1997, the deferred tax asset of approximately $123,000 related to the
remaining net operating loss carryforward was completely offset with a
valuation allowance. The remaining net operating loss carryforwards expire
through 2004 and 2005.
14
<PAGE> 15
Item 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
There was no change of accountants or disagreement with
accountants on any matter of accounting principles or financial
disclosure.
15
<PAGE> 16
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
Item 11. EXECUTIVE COMPENSATION
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Omitted pursuant to General Instruction J(2)(c) of Form 10-K.
16
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PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
a. The following documents are filed as part of this report:
1. Financial Statements:
--------------------
Report of Independent Public Accountants
Balance Sheet as of December 31, 1997 and 1996
Statement of Operations For the Years Ended December 31, 1997,
1996 and 1995
Statement of Cash Flows For the Years Ended December 31, 1997,
1996 and 1995
Statement of Changes in Stockholder's Equity For the Years
Ended December 31, 1997, 1996 and 1995
Notes to Financial Statements
2. Financial Statement Schedules:
-----------------------------
All schedules are omitted because they are not required,
inapplicable, or the information is included in the
financial statements or notes thereto.
3. Exhibits:
--------
Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to Registration
Statement on Form S-1, as amended, File No. 33-4001).
Bylaws of the Company as amended (incorporated by reference
to Exhibit 3(b) to Registration Statement on Form S-1, as
amended, File No. 33-4001).
Form of Management Contract between the Company and Edward
D. Jones & Co. (incorporated by reference to Exhibit 10(a)
to Registration Statement on Form S-1, as amended, File No.
33-4001).
Indenture dated as of June 15, 1986 between the Company and
The Bank of New York, as Successor Trustee, relating to
Secured Mortgage Bonds (incorporated by reference to
Exhibit 4(a) to Registration Statement on Form S-1, as
amended, File No. 33-4001).
First Supplemental Indenture dated August 28, 1986 (incorporated by
reference to Exhibit 1 to the Current Report on Form 8-K, filed on
September 19, 1986).
17
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
Second Supplemental Indenture dated September 26, 1986
(incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K, filed on October 6, 1986).
Third Supplemental Indenture dated October 31, 1986
(incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K, filed on November 12, 1986).
b. No reports on Form 8-K were filed in the fourth quarter of 1997.
c. Exhibits filed as part of this report are included in Item (14)
(a)(3) above.
d. Financial Statement Schedules required by Regulations S-X are
included as described in Part II Item 8 above.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on this 20th day
of March 1998.
CORNERSTONE MORTGAGE INVESTMENT GROUP, INC.
-------------------------------------------
(Registrant)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ John C. Heisler Chairman of the Board,
- ---------------------- Chief Financial Officer,
John C. Heisler Chief Accounting
Officer and Director March 20, 1998
--------------
/s/ Philip R. Schwab President, Chief
- ---------------------- Executive Officer
Philip R. Schwab and Director March 20, 1998
--------------
/s/ John Beuerlein Secretary and Director March 20, 1998
- ---------------------- --------------
John Beuerlein
</TABLE>
19
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<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number Description of Exhibit Page
------- ---------------------- ----
<C> <S> <C>
3.1 Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3(a) to Registration
Statement on Form S-1, as amended, File No.
33-4001) <F*>
3.2 Bylaws of the Company as amended (incorporated by
reference to Exhibit 3(b) to Registration Statement on
Form S-1, as amended, File No. 33-4001) <F*>
4.1 Indenture dated as of June 15, 1986, between the
Company and, as Successor Trustee, The Bank of New
York, relating to Secured Mortgage Bonds (incorporated
by reference to Exhibit 4(a) to Registration Statement
on Form S-1as amended, File No. 33-4001 <F*>
4.2 First Supplemental Indenture dated August 28, 1986
(incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K filed on September 19, 1986) <F*>
4.3 Second Supplemental Indenture dated September 26,
1986 (incorporated by reference to Exhibit 1 to the
Current Report on Form 8-K, filed on October 6,
1986) <F*>
4.4 Third Supplemental Indenture dated October 31, 1986
(incorporated by reference to Exhibit 1 to the Current
Report on Form 8-K filed on November 12, 1986) <F*>
10.1 Form of Management Contract between the Company and
Edward D. Jones & Co. (incorporated by reference to
Exhibit 10(a) to Registration Statement on Form S-1,
as amended, File No. 33-4001) <F*>
<FN>
- ----------------------
<F*>Incorporated by reference
</TABLE>
20
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted
from the financial statements of Cornerstone Mortgage Investment
Group, Inc. for the year ended December 31, 1997 and is
qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> Year
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 48,726
<SECURITIES> 0
<RECEIVABLES> 3,660
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 52,386
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 52,386
<CURRENT-LIABILITIES> 482,370
<BONDS> 0
<COMMON> 0
0
10
<OTHER-SE> (429,984)
<TOTAL-LIABILITY-AND-EQUITY> 52,386
<SALES> 11,738
<TOTAL-REVENUES> 11,738
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3,628
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,110
<INCOME-TAX> 0
<INCOME-CONTINUING> 8,110
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,110
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>