SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Annual Report Pursuant to
the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1999
Commission file number 33-7075-LA
KIMBELL - deCAR CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 33-0179781
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(State of incorporation) (I.R.S. Employer
Identification No.)
1820 Sharpless Drive, La Habra Heights, CA 90631
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(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: 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 the filing
requirements for at least the past 90 days.
Yes X No
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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
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State issuer's revenues for its most recent fiscal year. $0
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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, 1999: $.02 per share
Number of outstanding shares of the registrant's no par value common stock, as
of December 31, 1999: 2,916,667
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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 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.
In December 1998, the Company appointed two new directors and brought
all its Securities and Exchange Commission filings current. With the
new directors' approval, the Company settled cash advances owed Virgil
Kimbell in the amount of $26,861. Virgil Kimbell negotiated a waiver of
all other claims against the Company totaling $489,943, and in
consideration therefore, Mr. Kimbell was issued 40,000,000 shares of
common stock. Subsequently, H. Daniel Boone purchased 60,000,000 shares
of common stock from Virgil Kimbell and controls the Company through
such shares.
On February 22, 2000, H. Daniel Boone entered into a Share Purchase
Agreement with in which Mr. Boone agreed to sell 2,400,000shares of
common stock of registrant to YCGD Assets, Inc.. Such shares being
purchased represent 80% of the outstanding capital stock of the
Company. YGCD contemplates acquiring or merging YGCD Assets, Inc. into
the Company and retiring the shares purchased from H. Daniel Boone to
treasury.
The Company has entered into a letter of intent to negotiate a Share
Exchange Agreement with YGCD Assets, Inc. whereby YGCD will become a
wholly owned subsidiary of Kimbell deCar Corp. Agreements had not been
completed as of date of this report. Closing, if it occurs may happen
in April, 2000.
It is anticipated that existing directors will resign and new directors
will be appointed, concurrent with acquisition of YGCD Assets, Inc.
The Company's Articles of Incorporation, as amended, entitle it to
transact any lawful business or businesses for which corporations may
be incorporated pursuant to the Colorado Corporation Code. The Company
can be defined as a "shell" company, whose sole purpose at this time is
to locate and consummate a merger or acquisition with a private entity.
Any business combination or transaction will likely result in a
significant issuance of shares and substantial dilution to present
stockholders of the Company.
The proposed business activities described herein classify the Company
as a "blank check" company. Many states have enacted statutes, rules
and regulations limiting the sale of securities of "blank check"
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companies in their respective jurisdictions. In order to comply with
these various limitations, management does not intend to undertake
any efforts to sell any additional securities of the Company, either
debt or equity, or cause a market to develop in the Company's
securities until such time as the Company has successfully implemented
its business plan described herein.
General Business Plan
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in business opportunities
presented to it by persons or firms who or which desire to seek the
perceived advantages of a corporation which reports under Section 13
and 15 of the Securities Exchange Act of 1934 (the "Exchange Act"). The
Company will not restrict its search to any specific business, industry
or geographical location and the Company may participate in a business
venture of virtually any kind or nature. This discussion of the
proposed business is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited discretion to search
for and enter into potential business opportunities. Management
anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited
financial resources. See "Financial Statements." This lack of
diversification should be considered a substantial risk to shareholders
of the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public
marketplace in order to raise additional capital in order to expand
into new products or markets, to develop a new product or service or
for other corporate purposes. The Company may acquire assets and
establish wholly-owned subsidiaries in various businesses or acquire
existing businesses as subsidiaries.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to
general economic conditions, rapid technological advances being made in
some industries and shortages of available capital, management believes
that there are numerous firms seeking the perceived benefits of a
publicly registered corporation. Such perceived benefits may include
facilitating or improving the terms on which additional equity
financing may be sought, providing liquidity for incentive stock
options or similar benefits to key employees, providing liquidity
(subject to restrictions of applicable statutes) for all shareholders
and other factors. Potentially, available business opportunities may
occur in many different industries and at various stages of
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development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash
or other assets. However, management believes that the Company will be
able to offer owners of acquisition candidates the opportunity to
acquire a controlling ownership interest in a publicly registered
company without incurring the cost and time required to conduct an
initial public offering. The owners of the business opportunities will,
however, incur significant legal and accounting costs in connection
with the acquisition of a business opportunity including the costs of
preparing forms 8-K, 10Q, or agreements and related reports and
documents. The Exchange Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting
requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the
Exchange Act. Nevertheless, the officers and directors of the Company
have not conducted market research and are not aware of statistical
data which would support the perceived benefits of a merger or
acquisition transaction for the owners of a business opportunity. The
analysis of new business opportunities will be undertaken by, or under
the supervision of, the officers and directors of the Company have not
conducted market research and are not aware of statistical data which
would support the perceived benefits of a merger or acquisition
transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officers and directors of the Company,
none of whom is a professional business analyst. Management intends to
concentrate on identifying preliminary prospective business
opportunities which may be brought to its attention through present
associations of the Company's officers and directors, or by the
Company's shareholders. In analyzing prospective business
opportunities, management will consider such matters as the available
technical, financial and managerial resources; working capital and
other financial requirements; history of operations, if any; prospects
for the future; nature of present and expected competition; the quality
and experience of management services which may be available and the
depth of that management; the potential for further research,
development or exploration; specific risk factors not now foreseeable
but which then may be anticipated to impact the proposed activities of
the Company; the potential for growth or expansion; the potential for
profit; the perceived public recognition or acceptance of products,
services or trades; name identification; and other relevant factors.
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Officers and directors of the Company will meet personally with
management and key personnel of the business opportunity as part of
their investigation. To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate the
above factors. The Company will not acquire or merge with any company
for which audited financial statements cannot be obtained within a
reasonable period of time after closing of the proposed transaction.
Management of the Company, while not especially experienced in matters
relating to the new business of the Company, shall rely upon their own
efforts and, to a much lesser extent, the efforts of the Company's
shareholders, in accomplishing the business purposes of the Company. It
is not anticipated that any outside consultants or advisors, other than
the Company's legal counsel and accountants, will be utilized by the
Company to effectuate its business purposes described herein. However,
if the Company does retain such an outside consultant or advisor, any
cash fee earned by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets with
which to pay such obligation. There have been no contracts or
agreements with any outside consultants and none are anticipated in the
future.
The Company will not restrict its search to any specific kind of firms,
but may acquire a venture which is in its preliminary or development
stage, which is already in operation or which is in essentially any
stage of its corporate life. It is impossible to predict at this time
the status of any business in which the Company may become engaged, in
that such business may need to seek additional capital, may desire to
have its shares publicly traded or may seek other perceived advantages
which the Company may offer.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the
Company has no capital with which to pay these anticipated expenses,
present management of the Company will pay these charges with their
personal funds, as interest free loans to the Company. However, the
only opportunity which management has to have these loans repaid will
be from a prospective merger or acquisition candidate. Management has
agreed among themselves that the repayment of any loans made on behalf
of the Company will not impede, or be made conditional in any manner,
on consummation of a proposed transaction.
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization,
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joint venture or licensing agreement with another corporation or
entity. It may also acquire stock or assets of an existing business.
On the consummation of a transaction, it is probable that the present
managementand shareholders of the Company will no longer be in control
of the Company. In addition, the Company's directors may, as part of
the terms of the acquisition transaction, resign and be replaced by
new directors without a vote of the Company's shareholders or may sell
their stock in the Company. Any and all such sales will only be made in
compliance with the securities laws of the United States and any
applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of its transaction, the Company may
agree to register all or a part of such securities immediately after
the transaction is consummated or at specified times thereafter. If
such registration occurs, of which there can be no assurance, it will
be undertaken by the surviving entity after the Company has
successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs,
the Company will not attempt to register any additional securities. The
issuance of substantial additional securities and their potential sale
into any trading market which may develop in the Company's securities
may have a depressive effect on the value of the Company's securities
in the future, if such a market develops, of which there is no
assurance.
While the actual terms of a transaction to which the Company may be a
party cannot be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a so-called
"tax-free" reorganization under Sections 368(a)(1) or 351 of the
Internal Revenue Code (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company would
retain less than 20% of the issued and outstanding shares of the
surviving entity, which would result in significant dilution in the
equity of such shareholders.
As part of the Company's investigation, officers and directors of the
Company will meet personally with management and key personnel, may
visit and inspect material facilities, obtain independent analysis or
verification of certain information provided, check references of
management and key personnel and take other reasonable investigative
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measures, to the extent of the Company's limited financial resources
and management expertise. The manner in which the Company participates
in an opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties, the
management of the opportunity and the relative negotiation strength
of the Company and such other management.
With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the
Company which target company shareholders would acquire in exchange for
all of their shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a substantially
lesser percentage ownership interest in the Company following any
merger or acquisition. The percentage ownership may be subject to
significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by
the Company can be expected to have a significant dilutive effect on
the percentage of shares held by the Company's then-shareholders. If
required to so do under relevant law, management of the Company will
seek shareholder approval of a proposed merger or acquisition via a
Proxy Statement. However, such approval would be assured where
management supports such a business transaction because management
presently controls sufficient shares of the Company to effectuate a
positive vote on the proposed transaction. Further, a prospective
transaction may be structured so that shareholder approval is not
required, and such a transaction may be effectuated by the Board of
Directors without shareholder approval.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although
the terms of such agreements cannot be predicted, generally such
agreements will require some specific representations and warranties by
all of the parties thereto, will specify certain events of default,
will detail the terms of closing and the conditions which must be
satisfied by each of the parties prior to and after such closing, will
outline the manner of bearing costs, including costs associated with
the Company's attorneys and accountants, will set forth remedies on
default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements
within a reasonable period of time after closing of the proposed
transaction. The Company is subject to all of the reporting
requirements included in the Exchange Act. Included in these
requirements is the affirmative duty of the Company to file independent
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audited financial statements as part of its Form 8-K to be filed with
the Securities and Exchange Commission upon consummation of a merger
or acquisition, as well as the Company's audited financial statements
included in its annual report on Form 10-KSB (or 10-K, as applicable).
If such audited financial statements are not available at closing,
or within time parameters necessary to insure the Company's compliance
with the requirements of the Exchange Act, or if the audited financial
statements provided do not conform to the representations made by the
candidate to be acquired in the closing documents, the closing
documents will provide that the proposed transaction will be voidable,
at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision
providing for the acquisition entity to reimburse the Company for all
costs associated with the proposed transaction.
Competition
The Company will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than the Company. In view of the Company's combined extremely
limited financial resources and limited management availability, the
Company will continue to be at a significant competitive disadvantage
compared to the Company's competitors.
Employees
The Company has no full time employees. The Company's president,
treasurer and secretary have agreed to allocate a portion of their time
to the activities of the Company, without compensation. These officers
anticipate that the business plan of the Company can be implemented by
their devoting approximately 20 hours per month to the business affairs
of the Company and, consequently, conflicts of interest may arise with
respect to the limited time commitment by such officers. See Item 9,
"Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act."
Investment Company Act of 1940
The Company may participate in a business or opportunity by purchasing,
trading or selling the securities of such business. However, the
Company does not intend to engage primarily in such activities.
Specifically, the Company intends to conduct its activities so as to
avoid being classified as an "investment company" under the Investment
Company Act of 1940 (the "Investment Act"), and therefore avoid
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application of the costly and restrictive registration and other
provisions of the Investment Act and the regulations promulgated
thereunder.
Section 3(a) of the Investment Act provides the definition of an
"investment company" which includes an entity that engages or holds
itself out as being engaged primarily in the business of investing,
reinvesting or trading in securities, or that engages or proposes to
engage in the business of investing, reinvesting, owning, holding or
trading "investment securities" (defined as all securities other than
government securities, securities of majority-owned subsidiaries and
certain other securities) the value of which exceeds 40% of the value
of its total assets (excluding government securities, cash or cash
items). The Company intends to implement its business plan in a manner
that will result in the availability of this exception from the
definition of "investment company." Consequently, the Company's
participation in a business or opportunity through the purchase and
sale of investment securities will be limited. In order to avoid
classification as an investment company, the Company will search for,
analyze and acquire or participate in a business opportunity by use of
a method that does not involve the acquisition, ownership or holding of
investment securities.
The Company's plan of business may involve changes in its capital
structure, management, control and business, especially if it
consummates a reorganization as discussed above. Each of these areas is
regulated by the Investment Act, which regulation has the purported
purpose of protecting purchasers of investment company securities.
Since the Company will not register as an investment company, its
shareholders will not be afforded these purported protections.
The Company intends to vigorously resist classification as an
investment company and to take advantage of any exemptions or
exceptions from application of the Investment Act, which allows an
entity a one-time option during any three-year period to claim an
exemption as a "transient" investment company. The necessity of
asserting any such resistance, or making any claim of exemption, could
be time-consuming and costly, or even prohibitive, given the Company's
limited resources.
Certain Risks
The Company's business is subject to numerous risk factors, including
the following:
No Operating History or Revenue and Minimal Assets. The Company has had
no operating history nor any revenues or earnings from operations. The
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Company has no significant assets or financial resources. The Company
will, in all likelihood, sustain operating expenses without correspond-
ing revenues, at least until the consummation of a business
combination. This may result in the Company incurring a net operating
loss which will increase continuously until the Company can consummate
a business combination with a profitable business opportunity. There
is no assurance that the Company can identify such a business
opportunity and consummate such a business combination.
Speculative Nature of Company's Proposed Operations. The success of the
Company's proposed plan of operation will depend to a great extent on
the operations, financial condition and management of the identified
business opportunity. While management intends to seek business
combination(s) with entities having established operating histories,
there can be no assurance that the Company will be successful in
locating candidates meeting such criteria. In the event the Company
completes a business combination, of which there can be no assurance,
the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and numerous
other factors beyond the Company's control.
Scarcity of and Competition for Business Opportunities and
Combinations. The Company is and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures
with and acquisitions of small private and public entities. A large
number of established and well-financed entities, including venture
capital firms, are active in mergers and acquisitions of companies
which may be desirable target candidates for the Company. Nearly all
such entities have significantly greater financial resources, technical
expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing
a business combination. Moreover, the Company will also compete in
seeking merger or acquisition candidates with numerous other small
public companies.
No Agreement for Business Combination or Other Transaction; No
Standards for Business Combination. The Company has no arrangement,
agreement or understanding with respect to engaging in a merger with,
joint venture with or acquisition of, a private or public entity. There
can be no assurance that the Company will be successful in identifying
and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular
industry or specific business within an industry for evaluation by the
Company. There is no assurance that the Company will be able to
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negotiate a business combination on terms favorable to the Company.
The Company has not established a specific length of operating history
or a specified level of earnings, assets, net worth or other criteria
which it will require a target business opportunity to have achieved,
and without which the Company would not consider a business
combination in any form with such business opportunity. Accordingly,
the Company may enter into a business combination with a business
opportunity having no significant operating history, losses, limited or
no potential for earnings, limited assets, negative net worth or other
negative characteristics.
Continued Management Control; Limited Time Availability. While seeking
a business combination, management anticipates devoting up to 20 hours
per month to the business of the Company. None of the Company's
officers has entered into a written employment agreement with the
Company and none is expected to do so in the foreseeable future. The
Company has not obtained key man life insurance on any of its officers
or directors. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of any of these
individuals would adversely affect development of the Company's
business and its likelihood of continuing operations. See Item 9,
"Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act."
Conflicts of Interest - General. Certain of the officers and directors
of the Company are directors and/or principal shareholders of other
blank check companies and, therefore, could face conflicts of interest
with respect to potential acquisitions. In addition, officers and
directors of the Company may in the future participate in business
ventures which could be deemed to compete directly with the Company.
Additional conflicts of interest and non-arms length transactions may
also arise in the future in the event the Company's officers or
directors are involved in the management of any firm with which the
Company transacts business. The Company's Board of Directors has
adopted a policy that the Company will not seek a merger with, or
acquisition of, any entity in which management serve as officers or
directors, or in which they or their family members own or hold a
controlling ownership interest. Although the Board of Directors could
elect to change this policy, the Board of Directors has no present
intention to do so. In addition, if the Company and other blank check
companies with which the Company's officers and directors are
affiliated both desire to take advantage of a potential business
opportunity, then the Board of Directors has agreed that said
opportunity should be available to each such company in the order in
which such companies registered or became current in the filing of
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annual reports under the Exchange Act subsequent to January 1, 1997.
See Item 9, "Directors, Executive Officers, Promoters and Control
Persons; Compliance with Section 16(a) of the Exchange Act - Conflicts
of Interest."
Reporting Requirements May Delay or Preclude Acquisition. Sections 13
and 15(d) of the Exchange Act require companies subject thereto to
provide certain information about significant acquisitions, including
certified financial statements for the company acquired, covering one,
two or three years, depending on the relative size of the acquisition.
The time and additional costs that may be incurred by some target
entities to prepare such statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition
by the Company. Acquisition prospects that do not have or are unable to
obtain the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the Exchange Act
are applicable.
Lack of Market Research or Marketing Organization. The Company has
neither conducted, nor have others made available to it, results of
market research indicating that market demand exists for the
transactions contemplated by the Company. Moreover, the Company does
not have, and does not plan to establish, a marketing organization.
Even in the event demand is identified for a merger or acquisition
contemplated by the Company, there is no assurance the Company will be
successful in completing any such business combination.
Lack of Diversification. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a
business combination with a business opportunity. Consequently, the
Company's activities may be limited to those engaged in by the business
opportunity or opportunities which the Company merges with or acquires.
The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a
particular business or industry and therefore increase the risks
associated with the Company's operations.
Regulation. Although the Company will be subject to regulation under
the Exchange Act, management believes the Company will not be subject
to regulation under the Investment Company Act of 1940, insofar as the
Company will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a
number of entities, the Company could be subject to regulation under
the Investment Company Act of 1940. In such event, the Company would be
required to register as an investment company and could be expected to
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incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange
Commission as to the status of the Company under the Investment Company
Act of 1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.
Probable Change in Control and Management. A business combination
involving the issuance of the Company's Common Stock will, in all
likelihood, result in shareholders of a private company obtaining a
controlling interest in the Company. Any such business combination may
require management of the Company to sell or transfer all or a portion
of the Company's Common Stock held by them, or resign as members of the
Board of Directors of the Company. The resulting change in control of
the Company could result in removal of one or more present officers and
directors of the Company and a corresponding reduction in or
elimination of their participation in the future affairs of the
Company.
Reduction of Percentage Share Ownership Following Business Combination.
The Company's primary plan of operation is based upon a business
combination with a private concern which, in all likelihood, would
result in the Company issuing securities to shareholders of any such
private company. The issuance of previously authorized and unissued
shares of Common Stock of the Company would result in a reduction in
the percentage of shares owned by present and prospective shareholders
of the Company and may result in a change in control or management of
the Company.
Disadvantages of Blank Check Offering. The Company may enter into a
business combination with an entity that desires to establish a public
trading market for its shares. A business opportunity may attempt to
avoid what it deems to be adverse consequences of undertaking its own
public offering by seeking a business combination with the Company.
Such consequences may include, but are not limited to, time delays of
the registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders and the
inability or unwillingness to comply with various federal and state
laws enacted for the protection of investors.
Taxation. Federal and state tax consequences will, in all likelihood,
be major considerations in any business combination the Company may
undertake. Currently, such transactions may be structured so as to
result in tax-free treatment to both companies, pursuant to various
federal and state tax provisions. The Company intends to structure any
business combination so as to minimize the federal and state tax
consequences to both the Company and the target entity; however, there
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can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties
will obtain the intended tax-free treatment upon a transfer of stock or
assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on
both parties to the transaction.
Requirement of Audited Financial Statements May Disqualify Business
Opportunities. Management of the Company believes that any potential
business opportunity must provide audited financial statements for
review, for the protection of all parties to the business combination.
One or more attractive business opportunities may choose to forego the
possibility of a business combination with the Company, rather than
incur the expenses associated with preparing audited financial
statements.
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 1999.
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.
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PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
The range of high and low trade quotations for each fiscal quarter
since the last report, as reported by the National Quotation Bureau
Incorporated, was as follows:
1999 High Low
First quarter * *
Second quarter * *
Third quarter * *
Fourth quarter .02 .01
1998 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, 1999, there were 3 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.
16
<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 1999. 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 - Year Ended December 31, 1999 compared
to Year Ended December 31, 1998
During the fiscal year ended December 31, 1999, the Company had no
revenues, and in 1998, the Company had no revenues. In 1999, the Company
incurred no expenses for operations or any other matter. In 1998, the Company
incurred no expenses . The Company had no profit or loss on operations in 1998.
Results of Operations year ended December 31, 1998 Compared to 1997
During the fiscal year ended December 31, 1998, the Company incurred no
expenses . In 1997 the Company incurred $14,722 in General and Administrative
expenses, and $127,692 for services rendered. The significant fees in 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 1998 was (0) compared to the
1997 loss on operations ($142,773).
Item 7. Financial Statements and Supplementary Data
Please refer to pages F-1 through F-7.
17
<PAGE>
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 and thereafter. Prior
auditors for the Company were Doran Peck, C.P.A., P.C. of Denver for the fiscal
years 1991 through 1995.
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,
1999, are as follows:
Name Age Position
Wesley F. Whiting 64 Secretary and Director
Reginald T. Green 45 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.
18
<PAGE>
Wesley Whiting, age 64. Mr. Whiting has been president, director, and
secretary of Berge Exploration, Inc. (1978-88) and president, vice president,
and director of NELX, Inc. (1994- 1997), and was vice president and director of
Intermountain Methane Corporation (1988-91), and president of Westwind
Production, Inc. (1997-1998).
Redgie Green, age 45. Mr. Green has been co-owner and operator of
Green's B&R Enterprises, a wholesale donut baker, since 1983. He has been an
active investor in small capital and high tech ventures since 1987.
Virgil K. Kimbell, resigned as an officer and director in December 1999.
Conflicts of Interest
Members of the Company's management are associated with other firms
involved in a range of business activities. Consequently, there are potential
inherent conflicts of interest in their acting as officers and directors of the
Company. Insofar as the officers and directors are engaged in other business
activities, management anticipates it will devote only a minor amount of time to
the Company's affairs.
Certain of the officers and directors of the Company are directors and
principal shareholders in other blank check companies, and officers and
directors of the Company may in the future become shareholders, officers or
directors of other companies which may be formed for the purpose of engaging in
business activities similar to those conducted by the Company. Accordingly,
direct conflicts of interest may arise in the future with respect to such
individuals acting on behalf of the Company or other entities. Conflicts of
19
<PAGE>
interest may arise with respect to opportunities which come to the attention of
such individuals in the performance of their duties or otherwise. The Company
does not currently have a right of first refusal pertaining to opportunities
that come to management's attention insofar as such opportunities may relate to
the Company's proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all opportunities
contemplated by the Company's plan of operation which come to their attention,
either in the performance of their duties or in any other manner, will be
considered opportunities of, and be made available to the Company and the
companies that they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the officer or director.
If the Company and the companies with which the officers and directors are
affiliated both desire to take advantage of an opportunity, then the Board of
Directors has agreed that said opportunity should be available to each such
company in the order in which such companies registered or became current in the
filing of annual reports under the Exchange Act subsequent to January 1, 1997.
All directors may still individually take advantage of opportunities if the
Company should decline to do so. Except as set forth above, the Company has not
adopted any other conflict of interest policy with respect to such transactions.
The Company's Board of Directors has adopted a policy that the Company
will not seek a merger with, or acquisition of, any entity in which any officer
or director serves as an officer or director or in which they or their family
members own or hold a controlling ownership interest. Although the Board of
Directors could elect to change this policy, the Board of Directors has no
present intention to do so.
There can be no assurance that management will resolve all conflicts of
interest in favor of the Company.
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 1999
fiscal year. No one executive officer received, or has accrued for his benefit,
in excess of $60,000 for the year. No cash bonuses were or are to be paid to
such persons.
The Company does not have any employee incentive stock option plans.
There are no plans pursuant to which cash or non-cash compensation was
paid or distributed during the last fiscal year, or is proposed to be paid or
distributed in the future, to the executive officers of the Company. No other
20
<PAGE>
compensation not described above was paid or distributed during the last fiscal
year to the executive officers of the Company. There are no compensatory plans
or arrangements, with respect to any executive office of the Company, which
result or will result from the resignation, retirement or any other termination
of such individual's employment with the Company or from a change in control of
the Company or a change in the individual's responsibilities following a change
in control.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE OF EXECUTIVES
<S> <C> <C> <C> <C> <C> <C>
Annual Compensation Awards
====================================================================================================================================
Name and Year Salary Bonus Other Restricted Securities
Principal ($) ($) Annual Stock Underlying
Position Compensation Award(s) Options/
($) ($) SARs (#)
- ------------------------------------------------------------------------------------------------------------------------------------
Virgil K. 1997 0 0 0 0 0
Kimbell,
President
------------------------------------------------------------------------------------------------------------------
1998 0 0 0 *40,000,000 0
------------------------------------------------------------------------------------------------------------------
1999 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
Wesley F. 1997 0 0 0 0 0
Whiting,
Secretary
------------------------------------------------------------------------------------------------------------------
1998 0 0 0 0 0
------------------------------------------------------------------------------------------------------------------
1999 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)
*Virgil Kimbell, President and a Director, was issued 40,000,000 common
shares in December 1998 in consideration of satisfaction of a payable of $26,861
and for obtaining releases and settlement of $516,704 in total debt.
Long Term Incentive Plans - Awards in Last Fiscal Year (None)
21
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR COMPENSATION FOR LAST FISCAL YEAR
(Except for compensation of Officers who are also Directors which Compensation
is listed in Summary Compensation Table of Executives)
<S> <C> <C> <C> <C> <C>
Cash Compensation Security Grants
====================================================================================================================================
Name Annual Meeting Consulting Number Number of
Retainer Fees Fees/Other of Securities
Fees ($) ($) Fees ($) Shares Underlying
(#) Options/SARs(#)
- ------------------------------------------------------------------------------------------------------------------------------------
A. Director 0 0 0 0* 0
Virgil K.
Kimbell (resigned)
- ------------------------------------------------------------------------------------------------------------------------------------
Director
Wesley F. Whiting 0 0 0 0 0
- ------------------------------------------------------------------------------------------------------------------------------------
Director
Regniald T. Green 0 0 0 0 0
====================================================================================================================================
</TABLE>
* See "Compensation Table of Executives"
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, as of December 31, 1999, with
respect to the beneficial ownership of the Company's common stock by each person
known by the Company to be the beneficial owner of more than five percent of the
outstanding common stock.
<TABLE>
<CAPTION>
Stock Names and Address Beneficial Percent
Title of Class of Beneficial Owner Ownership of Class
<S> <C> <C> <C>
Common Virgil K. Kimbell 198,334 6.8%
1820 Sharpless Dr.
La Habra Heights, CA
Common H. Daniel Boone 2,400.000 85.7%
1820 Sharpless Dr.
La Habra Heights, CA
</TABLE>
Security Ownership of Certain Beneficial Owners and Management
(Continued)
The following table sets forth information, as of December 31, 1999, with
respect to the beneficial ownership of the Company's common stock by the
directors and officers of the Company, both individually and as a group.
22
<PAGE>
<TABLE>
<CAPTION>
Stock Names and Address Beneficial Percent
Title of Class of Beneficial Owner Ownership of Class
<S> <C> <C> <C>
Common Wesley F. Whiting 0 0%
5855 Parfet Street
Arvada, CO 80004
Common Reginald T. Green 0 0%
16538 W. 76th Drive
Arvada, CO 80007
Officers and Directors as a group 0 0%
</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:
Report dated January 20, 1999 - April 21, 1999
2. Exhibits: None.
23
<PAGE>
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 Amendment to Articles of Incorporated by Reference
Incorporation to 8K filed _____________
3.2 Bylaws *Incorporated by reference
to Registration Statement
#33-7075-LA
27.1 Financial Data Schedule EX-27.1
24
<PAGE>
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: March 30, 2000
/s/ Wesley F. Whiting
-------------------------------------
Secretary, Director
/s/ Reginald T. Green
-------------------------------------
Director
25
<PAGE>
KIMBELL-deCAR CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
<PAGE>
MICHAEL JOHNSON & CO., LLC
CERTIFIED PUBLIC ACCOUNTANTS
9175 E Kenyon Ave., Suite 100
Denver, Colorado 80237
Michael B. Johnson, CPA Telephone: (303) 796-0099
Member: AICPA Fax: (303) 796-0137
Colorado Society of CPAs
INDEPENDENT AUDITOR'S REPORT
Board of Directors
Kimbell deCar corporation
Evergreen, CO
We have audited the accompanying balance sheet of Kimbell deCar Corporation (A
Development Stage Company) as of December 31, 1999, and the related statements
of operations, cash flows, and changes in stockholders' equity for the period
April 22, 1986 (Inception), through December 31, 1999, and the fiscal year then
ended. 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 financials 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 presented. 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 Kimbell deCar Corporation at
December 31, 1999, and the results of its operations and its cash flows for the
period April 22, 1986 (Inception), through December 31, 1999, and the fiscal
year then ended, 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
financial statements, the Company's recurring loss from operations, working
capital deficiency, and capital deficiency raises substantial doubts about its
ability to continue as a going concern. The Company's continuation as a gong
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, 1996 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.
/s/ Michael Johnson & Co., LLC
Denver, CO
February 28,2000
<PAGE>
<TABLE>
<CAPTION>
KIMBELL deCAR CORPORATION
(A Development Stage Company)
Balance Sheet
December December
31, 1999 31, 1998
ASSETS:
<S> <C> <C>
Current Assets:
Cash $ 27 $196
Accounts receivable 169 -
-----------------------------------------------------
Total Current Assets 196 196
TOTAL ASSETS $196 $196
=====================================================
LIABILITIES & STOCKHOLDERS' DEFICIENCY:
Stockholders' Deficiency
Common stock 1,000,000,000 shares authorized,
no par value, 70,000,000 shares, issued and
outstanding - -
Additional paid-in capital 694,537 177,833
Deficit accumulated during the development
stage (694,341) (694,341)
-----------------------------------------------------
Total Stockholders' Deficiency 196 (516,508)
-----------------------------------------------------
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIENCY $196 $196
=====================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
KIMBELL deCAR CORPORATION
(A Development Stage Company)
Statement of Operations
For the Year For the Year April 22, 1986
Ended Ended (Inception) thru
December 31, December 31, December 31, 1999
1999 1998
<S> <C> <C> <C>
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 - - 300,785
Depreciation - - 17,257
Consulting - - 66,700
Travel & Promotion - - 28,479
Inventory Writedown - - 26,536
Office Expense - - 42,185
Salaries - - 174,933
Miscellaneous Expenses - - 28,339
Payroll Taxes - - 6,685
-----------------------------------------------------------------------------
TOTAL EXPENSES - - 691,899
-----------------------------------------------------------------------------
Loss From Operations - - (650,962)
Other Income & (Expense):
Interest Expense - - (68,156)
Writeoff of Debt - - 18,535
Gain on Sale of Fixed
Assets - - 3,943
Interest Income - - 2,299
-----------------------------------------------------------------------------
Total Other Income
(Expense) - - (43,379)
-----------------------------------------------------------------------------
NET LOSS - - ($694,341)
=============================================================================
Weighted Average Number of
Common Shares Outstanding 2,916,667 70,000,000 2,196,667
Net Loss Per Common Share $- - $(0.24)
=============================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
KIMBELL deCAR CORPORATION
(A Development Stage Company)
Statement of Cash Flows
For the Year For the Year April 22, 1986
Ended December Ended December (Inception)
31, 1999 31, 1998 thru December
31, 1999
<S> <C> <C> <C>
Cash Flows from
Operating Activities:
Net (Loss) Accumulated
During the Development
Stage $- $(195,068) ($694,341)
Amortization and
Depreciation - - 17,257
(Decrease) Increase in
Accounts Payable (169) (26,861) -
(Decrease) Increase in
Notes Payable - (377,843) -
(Decrease) Increase in
Accrued Compensation - (112,000) 112,000
----------------------------------------------------------------------------------
Net Cash Flows Used by (169) (516,704) (565,084)
Operations
Cash Flows from
Investing Activities:
Capital Expenditures - - (17,257)
Net Cash Flows Used by
Cash Flows from Investing Activities - - (17,257)
----------------------------------------------------------------------------------
Cash Flows from
Financing Activities:
Proceeds from Notes
Payable - 516,704 404,704
Proceeds from Sale of
Stock - - 177,833
---------------------------------------------------------------------------------
Net Cash Flows Provided
by Financing Activities - 516,704 404,704
Net Increase (Decrease)
in Cash (169) - 196
----------------------------------------------------------------------------------
Cash at Beginning of
Period 196 196 -
----------------------------------------------------------------------------------
Cash at End of Period $ 27 $196 $196
==================================================================================
Interest Paid $- $ - $47,102
Taxes Paid $- $ - $-
==================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
KIMBELL deCAR CORPORATION
(A Development Stage Company)
Statement of Stockholders' Equity
# of Common Accumulated Totals
Shares Stock Deficit
<S> <C> <C> <C> <C>
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, 1986 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 30,000,00 177,833 (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 30,000,000 177,833 (329,271) (151,438)
Net Loss 1993 - - (92) (92)
-----------------------------------------------------------------------------------
Balance at December 31, 1993 30,000,000 177,833 (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)
Issuance for Cash (Dec 1998) 40,000,000 26,861 - 26,861
Net Loss 1998 - - - -
-----------------------------------------------------------------------------------
Balance at December 31, 1998 70,000,000 $204,694 ($694,341) ($489,647)
Reverse split 4/29/99 (1 for 24) (67,083,333) - - -
Net Loss 1999 - - - -
-------------------------------------------------------------------------------------
Balance at December 31, 1999 2,916,667 204,694 ($694,341) ($489,647)
-------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
KIMBELL-DECAR CORPORATION
(A Development Stage Company)
Notes to Financial Statements
December 31, 1999
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 States. The company completed a public stock offering
in November 1986. Although the company has commenced its principal business
operations, the revenues there from 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,
70,000,000 shares are issued and outstanding at December 31, 1999. 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. On December 9, 1999, the Company issued 40,000,000
shares to Virgil Kimbell as compensation for $26,861 in cash advances.
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.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 27
<SECURITIES> 0
<RECEIVABLES> 169
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 196
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 196
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 694,537
<OTHER-SE> (694,341)
<TOTAL-LIABILITY-AND-EQUITY> 196
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
