SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to
the Securities Exchange Act of 1934
For the fiscal year ended 12-31-97
Commission file number 33-7075-LA
KIMBELL - deCAR CORPORATION
----------------------------------------------
(Exact name of registrant as specified in its charter)
COLORADO 33-0179781
----------------------- --------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
1820 SHARPLESS DRIVE, LA HABRA HEIGHTS, CA 90631
------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: None
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: NONE
Name of each exchange on which registered: N/A
Securities registered pursuant to Section 12(g) of the Act:
Title of each class: Common No Par Value
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 the filing
requirements for at least the past 90 days.
Yes No X
Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure
will be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this
Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $0
1
<PAGE>
Transitional Small Business Disclosure Format:
______ Yes ___X____ No
Aggregate market value of the voting stock held by non-affiliates
of the registrant as of December 31, 1997: $0
Number of outstanding shares of the registrant's no par value
common stock, as of December 31, 1997: 30,000,000
2
<PAGE>
PART 1
Item 1. Business
The Company was incorporated under the laws of the State of Colorado.
Since its inception, the Company was engaged primarily in
organizational activities, including the raising of initial financing
and initiating activities related to the importation of men's and
ladies clothing and related products on behalf of wholesales purchaser
customers located in the United States (the "U.S. Customers"). The
business failed in 1990 and the Company has been inactive since then.
The Company's executive offices are located at 1820 Sharpless Drive, La
Habra Heights, California 90631, with a mailing address of P.O. Box
873, La Habra, California 90633.
No significant business activity was conducted by the Company during
the fiscal year. As a result, no income was realized by the Company in
its last fiscal year. The Company entered into negotiations to acquire
another business in 1996 which continued into 1997. The Company
incurred consultants fees and expenses in its effort. The acquisition
attempt failed and no business was acquired.
The Company was inactive and presently does not participate in any
industry segment. The Company had no material revenues, or operating
profits or identifiable assets attributable to its industry segment.
Item 2. PROPERTY
The Company does not have any formal offices at year end.
Records are maintained and mail received at 1820 Sharpless Drive, La
Habra Heights, CA 90631. The company owns no real property.
Item 3. LEGAL PROCEEDINGS
The Company is a party to no pending legal proceedings, nor is its
property subject to such proceedings, at year end 1997.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fiscal year covered by this report
to a vote of security holders of the Company, through the solicitation
of proxies or otherwise.
3
<PAGE>
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
As of the date of this report, management knows of no trading or
quotation of the Company's common stock. The range of high and low bid
quotations for each fiscal quarter since the last report, as reported
by the National Quotation Bureau Incorporated, was as follows:
1997 HIGH LOW
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
1996 HIGH LOW
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
1995 HIGH LOW
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter * *
* No quotations reported
The above quotations reflect inter-dealer prices, without retail
mark-up, mark-down, or commission and may not necessarily represent
actual transactions.
As of December 31, 1997, there were 40 record holders of the Company's
common Stock.
The Company has not declared or paid any cash dividends on its common
stock and does not anticipate paying dividends for the foreseeable
future.
4
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION
No operations were conducted and no revenues were generated in the
fiscal year. The Company had no income in 1997. The Company entered into
negotiations for the acquisition of a business and incurred consulting fees and
expenses in conjunction therewith. The transaction failed to be completed. The
Company at year end had no capital, no cash, and no other assets. The Company at
year end was totally illiquid and needed cash infusions from shareholders to
provide capital, or loans from any sources.
RESULTS OF OPERATIONS
1997 Compared to 1996
During the fiscal year ended December 31, 1997, the Company incurred $14,722 in
general and administrative expenses, and incurred $127,692 for services. In 1996
the Company incurred $3,085 in General and Administrative expenses, and $131,707
for services rendered. The significant fees in 1996 and 1997 were incurred in
connection with a contemplated business combination which failed to be
completed. At present, the Company has no business income or operations.
Accordingly, the reported financial information herein may not be indicative of
future operating results. Loss on operations in 1997 was ($142,773) compared to
the 1996 loss on operations ($165,168).
1996 Compared to 1995
During the fiscal year ended December 31, 1996, the Company incurred $3,085
general and administrative expenses, and incurred $131,707 for services of
consultants. In 1995 the Company incurred $500 in General and Administrative
expenses, and $0 for services rendered by consultants and officers. At present,
the Company has no business income or operations. Accordingly, the reported
financial information herein may not be indicative of future operating results.
Loss on operations in 1996 was ($165,168) compared to the 1995 loss on
operations ($500).
Item 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Please refer to pages F-1 through F-7.
Item 8. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Michael B. Johnson & Company, CPA's of Denver, Colorado was
retained in 1998 as auditors for the Company for fiscal year 1997. Prior
auditors for the Company were Doran Peck, C.P.A., P.C. of Denver for the fiscal
years 1991 through 1995.
5
<PAGE>
In connection with audits of two most recent fiscal years and any
interim period preceding resignation, no disagreements exist with any former
accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements if not
resolved to the satisfaction of the former accountant would have caused him to
make reference in connection with his report to the subject matter of the
disagreement(s).
The decision to change accountants was approved by the Board of
Directors as the registrant has no audit committee.
The principal accountants' reports on the financial statements for any
of the past two years contained no adverse opinion or a disclaimer of opinion
nor was qualified as to uncertainty, audit scope, or accounting principles
except for the "going concern" qualification.
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT AND COMPLIANCE WITH SECTION 16(A)
The directors and executive officers of the Company as of December 31,
1997, are as follows:
NAME AGE POSITION
- ------------------- ---- -----------------------
Virgil K. Kimbell 77 President and Director
The term of office of each director and executive officer ends at, or
immediately after, the next annual meeting of shareholders of the Company.
Except as otherwise indicated, no organization by which any director or officer
has been previously employed is an affiliate, parent or subsidiary of the
Company.
VIRGIL K. KIMBELL has served as President and as a Director, and has
been a Principal Shareholder of the Company, since its inception. From 1970
until the inception of the Company, Mr. Kimbell was self-employed as a sales and
marketing representative, operating under the business name of VKC Company,
which he has operated as a sole proprietorship, operating out of La Habra
Heights, California, performing sales and marketing functions and related
consulting services, working closely with the management of various apparel
manufacturers, both within and outside of the United States. Until March of
1986, Mr. Kimbell served as the sole employee of VKC, which currently employs
three persons, including Mr. Kimbell, on a commission basis. VKC is currently an
agent for Fox River Mills of Osage, Iowa, Moretz Mills of Newton, North
Carolina, Reliable of Milwaukee, Milwaukee, Wisconsin, and was for four years,
6
<PAGE>
from 1978 to 1981, the head of development for Lane Walker Rudkin of
Christchurch, New Zealand, for their knitted outwear U.S.A. division. VKC
operates solely in the domestic market and has not transacted business with or
participated in any overseas arrangements or ventures with the exception of work
performed for Lane Walker Rudkin, through their U.S. office in San Francisco,
nor does it intend to do so. From 1960 to 1970, Mr. Kimbell was employed by
Ripon Knitting Works of Ripon, Wisconsin, an apparel manufacturer, where he was
eventually promoted to the position of Executive Vice President.
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
own more than 10% of a registered class of the Company's equity securities, to
file reports of ownership and changes in ownership of equity securities of the
Company with the Securities and Exchange Commission and NASDAQ. Officers,
directors and greater-than 10% shareholders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) filings.
1. The following people did not file any reports under Section 16(a)
during the most recent fiscal year:
a. Virgil K. Kimbell President and Director
Number of late Number of Known failures
REPORTS transactions not TO FILE FORMS
reported on a
TIMELY BASIS
a. 1 none Annual Form 5 (1997)
Item 10. EXECUTIVE COMPENSATION
The Company accrued no compensation to the executive officers as a
group for services rendered to the Company in all capacities during the 1997
fiscal year. No one executive officer received, or has accrued for his benefit,
in excess of $60,000 for the year. No cash bonuses were or are to be paid to
such persons.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
7
<PAGE>
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE OF EXECUTIVES
<S> <C> <C> <C> <C> <C> <C>
Annual Compensation Awards
====================================================================================================================================
Name and Year Salary Bonus Other Annual Restricted Securities
Principal ($) ($) Compensation Stock Underlying
Position ($) Award(s) Options/
($) SARs (#)
- ------------------------------------------------------------------------------------------------------------------------------------
Virgil K. 1995 0 0 0 0 0
Kimbell,
President
------------------------------------------------------------------------------------------------------------
1996 0 0 0 0 0
------------------------------------------------------------------------------------------------------------
1997 0 0 0 0 0
====================================================================================================================================
</TABLE>
Option/SAR Grants Table (None)
Aggregated Option/SAR Exercises in Last Fiscal Year an FY-End
Option/SAR value (None)
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Cash Compensation Security Grants
====================================================================================================================================
Name Annual Meeting Consulting Number Number of
Retainer Fees Fees/Other of Securities
Fees ($) ($) Fees ($) Shares Underlying
(#) Options/SARs(#)
- ------------------------------------------------------------------------------------------------------------------------------------
A. Director 0 0 0 0 0
Virgil K.
Kimbell
====================================================================================================================================
</TABLE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of December 31, 1997,
with respect to the beneficial ownership of the Company's no par value common
stock by each person known by the Company to be the beneficial owner of more
than five percent of the outstanding common stock.
8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Stock Names and Address Beneficial Percent
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------- ------------------ ------------ ----------
Common Virgil K. Kimbell 12,500,000 42%
1820 Sharpless Dr.
La Habra Heights, CA
Common Gerald de Carvahlo 12,500,000 42%
9930 Tecum Road
Downey, CA 90240
</TABLE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (CONTINUED)
The following table sets forth information, as of December 31, 1997,
with respect to the beneficial ownership of the Company's no par value common
stock by the directors and officers of the Company, both individually and as a
group.
<S> <C> <C> <C>
Stock Names and Address Beneficial Percent
TITLE OF CLASS OF BENEFICIAL OWNER OWNERSHIP OF CLASS
- -------------- ------------------- ------------- ----------
Common Virgil K. Kimbell 12,500,000 42%
1820 Sharpless Dr.
La Habra Heights, CA
Officers and Directors as a group 42%
</TABLE>
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS -
----------------------------------------------
None.
PART IV
Item 13. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
1. Reports on Form 8-K: None
9
<PAGE>
2. Exhibits:
INDEX
Form 10-K
Regulation Consecutive
S-K NUMBER EXHIBIT PAGE NUMBER
3.1 Articles of Incorporation *Incorporated by reference
to Registration Statement
#33-7075-LA
3.2 Bylaws *Incorporated by reference
to Registration Statement
#33-7075-LA
27.1 Financial Data Schedule EX-27.1
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.
KIMBELL - DECAR CORPORATION
(Registrant)
Date: October 22, 1998
/s/Virgil K. Kimbell
------------------------------
Virgil K. Kimbell, President
Pursuant to 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.
KIMBELL - DECAR CORPORATION
(Registrant)
Date: October 22, 1998
/s/Virgil K. Kimbell
-------------------------------
Virgil K. Kimbell, Director
10
<PAGE>
Board of Directors
Kimbell-Decar Corporation
We have examined the accompanying balance sheet of Kimbell-Decar Corporation (A
Development Stage Company) as of December 31, 1997 and December 31, 1996, and
the related statements of operations, cash flows, and changes in stockholders'
equity for the period April 22, 1986 (inception), through December 31, 1997, and
the fiscal years ended December 31, 1997 and 1996. 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 statements 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 Yaak River Resources, Inc. at
December 31, 1997 and December 31, 1996, and the results of its operations and
its cash flows for the period June 10, 1988 (inception), through December 31,
1997, and the fiscal years ended December 31, 1997 and 1996, 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 1 to the
financial statements, the Company's recurring losses from operations, working
capital deficiency, and capital deficiency raise substantial doubts about its
ability to continue as a going concern. The Company's continuation as a going
concern is dependent upon its ability to generate sufficient cash flows to meet
its obligations on a timely basis, raising capital as may be required, and
ultimately to attain successful operations. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
The financial statements for the years ended December 31, 1986 through December
31, 1995 were audited by other accountants, whose reports dated September 10,
1991 and May 28, 1996 were qualified as to a going concern. They have not
performed any auditing procedures since that date.
Denver, Colorado
September 15, 1998
F-1
<PAGE>
KIMBELL-deCAR CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1997 and 1996
F-2
<PAGE>
<TABLE>
<CAPTION>
KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Balance Sheet
<S> <C> <C>
December 31, December 31,
1997 1996
ASSETS:
CURRENT ASSETS:
Cash $196 $4,750
TOTAL CURRENT ASSETS 196 4,750
TOTAL ASSETS $196 $4,750
LIABILITIES AND STOCKHOLDERS' DEFICIENCY:
CURRENT LIABILITIES:
Accounts Payable - Officer $26,861 $27,861
Accrued Compensation 112,000 112,000
Note Payable - Scovil 10,692 10,692
Note Payable - Porter 367,151 175,637
TOTAL CURRENT LIABILITIES 516,704 326,190
TOTAL LIABILITIES 516,704 326,190
STOCKHOLDERS' DEFICIENCY:
Common Stock, 1,000,000,000 shares authorized, no par value
30,000,000 shares, issued and outstanding 177,833 177,833
Deficit accumulated during the development stage (694,341) (499,273)
TOTAL STOCKHOLDERS' DEFICIENCY (516,508) (321,440)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY $196 $4,750
The Accompanying notes are an integral part of these financial statements.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Statement of Operations
<S> <C> <C> <C>
For the For the April 22, 1986
Year Ended Year Ended (Inception), thru
December 31, December 31, December 31,
1997 1996 1997
REVENUE:
Net Sales $- $- $226,329
Commission Income - - 31,190
TOTAL REVENUE - - 257,519
COST OF SALES - - 216,582
GROSS PROFIT - - 40,937
EXPENSES:
Professional Fees 127,692 131,707 300,785
Depreciation - - 17,257
Consulting - - 66,700
Travel and Promotion 359 3,376 28,479
Inventory Writedown - - 26,536
Office Expenses 14,722 8,700 42,185
Salaries - - 174,933
Miscellaneous Expenses - 21,385 28,339
Payroll Taxes - - 6,685
TOTAL EXPENSES 142,773 165,168 691,899
LOSS FROM OPERATIONS (142,773) (165,168) (650,962)
OTHER INCOME AND (EXPENSE):
Interest Expense (52,295) (4,137) (68,156)
Writeoff of Debt - - 18,535
Gain on Sale of Fixed Assets - - 3,943
Interest Income - - 2,299
TOTAL OTHER INCOME (EXPENSE) (52,295) (4,137) (43,379)
NET LOSS $(195,068) $(169,305) $(694,341)
Weighted Average Number of
Common Shares Outstanding 30,000,000 30,000,000 30,000,000
Net Loss Per Common Share 0.007 0.006 0.023
The accompanying notes are an integral part of these financial statements.
F-4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Statement of Stockholders' Equity
<S> <C> <C> <C> <C>
Common Accumulated
# OF SHARES STOCK DEFICIT TOTALS
--------------- ------------- -------------- ------------
Issuance of Stock
To Founders 25,000,000 $2,500 $- $2,500
Public Stock Offering 5,000,000 175,333 - 175,333
Net Loss-April 22, 1996 to
December 31, 1986 - - (24,388) (24,388)
----------------------------------------------------------------------
Balance at December 31, 1986 30,000,000 177,833 (24,388) 153,445
Net loss 1987 - - (133,090) (133,090)
----------------------------------------------------------------------
Balance at December 31, 1987 30,000,000 177,833 (157,478) 20,355
Net Loss 1988 - - (113,921) (113,921)
----------------------------------------------------------------------
Balance at December 31, 1988 30,000,000 177,833 (271,399) (93,566)
Net loss 1989 - - (47,653) (47,653)
----------------------------------------------------------------------
Balance at December 31, 1989 30,000,000 177,833 (319,052) (141,219)
Net Loss 1990 - - (10,538) (10,538)
----------------------------------------------------------------------
Balance at December 31, 1990 30,000,000 177,833 (329,590) (151,757)
Prior Period adjustment (provision)
for income taxes payable eliminated 1,989 1,989
Net Loss 1991 - - (1,670) (1,670)
----------------------------------------------------------------------
Balance at December 31, 1991 30,000,000 177,833 (329,271) (151,438)
Net Loss 1992 - - - -
----------------------------------------------------------------------
Balance at December 31, 1992 3,000,000 177,833 (329,271) (151,438)
Net Loss 1993 - - (92) (92)
----------------------------------------------------------------------
Balance at December 31, 1993 3,000,000 177,833 (329,363) (151,530)
Net Loss 1994 - - (105) (105)
----------------------------------------------------------------------
Balance at December 31, 1994 30,000,000 177,833 (329,468) (151,635)
Net Loss 1995 - - (500) (500)
----------------------------------------------------------------------
Balance at December 31, 1995 30,000,000 177,833 (329,968) (152,135)
Net Loss 1996 - - (169,305) (169,305)
----------------------------------------------------------------------
Balance at December 31, 1996 30,000,000 177,833 (499,273) (321,440)
Net Loss 1997 - - (195,068) (195,068)
----------------------------------------------------------------------
Balance at December 31, 1997 30,000,000 $177,833 $(694,341) $(516,508)
======================================================================
The accompanying notes are an integral part of these financial statements.
F-5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Statement of Cash Flows
<S> <C> <C> <C>
For the For the April 22, 1986
Year Ended Year Ended (Inception), thru
December 31, December 31, December 31,
1997 1996 1997
--------------- --------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (Loss) Accumulated During the
Development Stage $(195,068) $(169,305) $(694,341)
Amortization and Depreciation - - 17,257
(Decrease) Increase in Accounts Payable (1,000) (12,274) 26,861
(Decrease) Increase in Accrued Compensation - - 112,000
-----------------------------------------------------
NET CASH FLOWS USED BY OPERATIONS (196,068) (181,579) (538,223)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital Expenditures - - (17,257)
NET CASH FLOW USED BY INVESTING ACTIVITIES - - (17,257)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Notes Payable 191,514 186,329 377,843
Proceeds from Sale of Stock - - 177,833
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 191,514 186,329 555,676
NET INCREASE (DECREASE) IN CASH (4,554) 4,750 196
CASH AT BEGINNING OF PERIOD 4,750 - -
CASH AT END OF PERIOD $196 $4,750 $196
INTEREST PAID $31,241 $4,137 $47,102
TAXES PAID $- $- $-
The accompanying notes are an integral part of these financial statements.
F-6
</TABLE>
<PAGE>
KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Notes to Financial Statements
December 31, 1997 & 1996
Note 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
ORGANIZATION:
The Company was incorporated on April 22, 1986 under the laws of the
State of Colorado for the principal purpose of engaging in the
incorporation of men's and ladies clothing and related products and
accessories for wholesale purchasers in the United State. The company
completed a public stock offering in November 1986. Although the
company has commenced its principal business operations, the revenues
therefrom are not significant enough to warrant a reclassification from
the status of a company in the development stage.
The accompanying financial statements have been prepared on the going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. The
company's continuation as a going concern is dependent on its ability
to generate sufficient cash flow to meet its obligations on a timely
basis, to raise additional capital as may be required, and ultimately
to attain successful operations. The financial statements do not
include any adjustment that might result from the outcome of this
uncertainty.
INITIAL PUBLIC OFFERING:
Of the 1,000,000,000 shares of no par value common shares authorized,
30,000,000 shares are issued and outstanding at December 31, 1997. On
June 23, 1986, 25,000,000 shares were issued to the founders of the
Company for $2,500. On November 19, 1986, the company completed a
public stock offering of 5,000,000 shares at a total purchase price of
$250,000. Offering costs of $74,667 were offset against the proceeds.
The Company's fiscal year end is December 31.
CASH EQUIVALENTS:
For purposes of the statement of cash flows, the Corporation considers
all cash and other highly liquid investments with initial maturities of
three months or less to be cash equivalents.
ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
NET LOSS PER SHARE:
Net loss per share is based on the weighted average number of common
shares and common share equivalents outstanding during the period.
F-7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 196
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 196
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 4,750
<CURRENT-LIABILITIES> 516,704
<BONDS> 0
0
0
<COMMON> 177,833
<OTHER-SE> (694,341)
<TOTAL-LIABILITY-AND-EQUITY> (516,508)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (142,773)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,295
<INCOME-PRETAX> (195,068)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (195,068)
<EPS-PRIMARY> (.007)
<EPS-DILUTED> (.007)
</TABLE>
