U.S. SECURITIES AND EXCHANGE COMMISSION
<P>
Washington, D.C. 20549
FORM 10-QSB
<P>
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
<P>
For the quarterly period ended March 31, 2000
<P>
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE EXCHANGE ACT
<P>
For the transition period from to
<P>
Commission File No. 0-15303
<P>
UNICO, INC.
(Name of Small Business Issuer in Its Charter)
<P>
Delaware 73-1215433
(State of Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification
No.)
<P>
Harbor Park, 333 Ludlow Street, Stamford, CT 06902
(Address of Principal Executive Offices) (Zip Code)
<P>
(203) 323-6239
(Issuer's Telephone Number, Including Area Code)
<P>
Check whether the issuer: (1) filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period
that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for
the past 90 days.
<P>
Yes X No
<P>
State the number of shares outstanding of each of the
issuer's classes of common equity, as of the latest
practicable date: As of May 12, 2000, the Company had
8,316,181 shares of Common Stock outstanding, $0.01 par
value.
<P>
UNICO, INC.
Form 10-QSB Quarterly Report
For the Period Ended March 31, 2000
<P>
<TABLE>
<S> <C>
Page
Part I - FINANCIAL INFORMATION
<P>
Item 1. Financial Statements
<P>
Consolidated Statement of Financial Condition
at March 31, 2000 and 1999 for Unico, Inc.
and Subsidiary 4
<P>
Consolidated Statement of Operations at March 31,
2000 and 1999 for Unico, Inc. and Subsidiary 6
<P>
Consolidated Statement of Stockholders' Equity
(Deficiency) at March 31, 2000 and December 31, 1999
for Unico, Inc. and Subsidiary 7
<P>
Consolidated Statement of Cash Flows ended March 31,
2000 and 1999 for Unico, Inc. and Subsidiary 7
<P>
Notes to Interim Consolidated Financial Statements 8
<P>
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 12
<P>
PART II - OTHER INFORMATION 13
<P>
Item 1. Legal Proceedings 15
<P>
Item 2. Changes in Securities 15
<P>
Item 3. Defaults Upon Senior Securities 15
<P>
Item 4. Submission of Matters to a Vote of Security Holders 15
<P>
Item 5. Other Information 15
<P>
Item 6. Exhibits and Reports of Form 8-K 16
<P>
Signatures 16
</TABLE>
------------------------
<P>
PART I - FINANCIAL INFORMATION
<P>
Item 1. Financial Statements
<P>
BASIS OF PRESENTATION
<P>
The accompanying unaudited financial statements are
presented in accordance with generally accepted
accounting principles for interim financial information
and the instructions to Form 10-QSB and item 310 under
subpart A of Regulation S-B. Accordingly, they do not
include all of the information and footnotes required by
generally accepted accounting principles for complete
financial statements. The accompanying statements should
be read in conjunction with the audited financial
statements for the years ended December 31, 1999 and
1998. In the opinion of management, all adjustments
(consisting only of normal occurring accruals) considered
necessary in order to make the financial statements not
misleading, have been included. Operating results for
the three months ended March 31, 2000 are not necessarily
indicative of results that may be expected for the year
ending December 31, 2000. The financial statements are
presented on the accrual basis.
<P>
INDEPENDENT AUDITOR'S REPORTS
<P>
Board of Directors and Stockholders
UNICO, INC. AND SUBSIDIARY
Springfield Virginia
<P>
We have reviewed the accompanying consolidated balance
sheet of UNICO, INC. AND Subsidiaries, as
of March 31, 2000, and the related consolidated
statements of operations, stockholders'
equity and cash flows for the quarter then ended, in
accordance with Statements on Standards for Accounting
and Review Services issued by the American Institute of
Certified Public Accountants. All information included
in these financial statements is the representation of
the management of Unico, Inc.
<P>
A review consists principally of inquiries of Company
personnel and analytical procedures applied to financial
data. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion
regarding the financial statements taken as a whole.
Accordingly, we do not express an opinion.
<P>
The financial statements for the year ended December 31,
1999 were audited by us and we expressed an unqualified
opinion on them, with reference to a going concern, in
our report dated November 29, 1999. The financial
statements for the three months ended March 31, 1999 were
compiled by us, accordingly, we express no assurance on
them.
<P>
Sellers & Associates, P.C.
Ogden, Utah
May 11, 2000
<P>
UNICO, INC. AND SUBSIDIARY
<P>
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
<TABLE>
<S> <C> <C>
March 31, December 31,
2000 1999
ASSETS
<P>
CURRENT ASSETS
Cash and cash equivalents $ 22,209 $ 4,910
<P>
Accounts and notes receivable
<P>
Capital receivable 3,000 35,000
---------------------------
Total current assets 25,209 39,910
<P>
FIXED ASSETS
<P>
Computer equipment 16,274 0
----------------------------
Total fixed assets 16,274 0
<P>
OTHER ASSETS
<P>
Gas, oil and mineral lease 40,000 40,000
-----------------------------
<P>
Total other assets 40,000 40,000
<P>
TOTAL ASSETS $ 81,483 $79,910
=============================
<P>
LIABILITIES AND STOCKHOLDERS' EQUITY
<P>
CURRENT LIABILITIES
<P>
Accounts payable $ 25,907 $43,381
<P>
Due to shareholder 140,470 122,470
<P>
Due to SVE 35,000 -
----------------------------
Total current liabilities 201,377 165,851
----------------------------
Total liabilities 201,377 165,851
----------------------------
LONG-TERM LIABILITIES
<P>
STOCKHOLDERS' EQUITY (DEFICIENCY)
<P>
Common stock
$.01 par value, 20,000,000 shares authorized,
5,929,185, 6,029,185 outstanding at
December 31, 1999,
and March 31, 2000 60,292 59,292
Additional paid-in capital 6,833,525 6,834,525
Retained earnings (7,013,711) (6,979,758)
------------------------------
<P>
Total stockholders' equity (deficiency) (119,894) (85,941)
<P>
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
(DEFICIENCY) $ 81,483 $79,910
===============================
</TABLE>
<P>
UNICO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED MARCH 31, 2000
AND DECEMBER 31, 1999
<TABLE>
<S> <C> <C>
2000 1999
---- ----
REVENUE
Other $ - $ -
Total revenue - -
------- ------
EXPENSES
General and administrative 33,953 201,474
Interest expense 0 0
------- --------
Total expenses 33,953 201,474
------- --------
INCOME (LOSS) BEFORE INCOME TAXES (33,953) (201,474)
<P>
INCOME TAX PROVISION - -
<P>
LOSS FROM SALE OF SUBSIDIARY - (6,166)
<P>
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS - (3,931)
----------------------
<P>
NET INCOME (LOSS) $ (33,953) $(211,571)
<P>
BASIC NET INCOME (LOSS) PER COMMON SHARE
Weighted average common shares outstanding
Basic common shares 5,929,185 3,232,264
Assuming dilution for unexercised 6,029,185 3,354,378
(Loss) from continuing operations $(0.01) $ (.06)
(Loss) from sale of subsidiary - -
(Loss) from continuing operations - -
<P>
NET EARNINGS (LOSS) PER SHARE $ (0.01) $ (.06)
</TABLE>
<P>
UNICO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
FOR THE PERIODS MARCH 31, 2000, DECEMBER 31, 1999
AND DECEMBER 31, 1998
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Excess Stock Shares of
Retained Capital Over Dividend Total Common
Earnings At Par Par Declared Equity Stock
---------------------------------------------------------------
<P>
As of
December 31, 1998 ($6,768,187) $18,773 $7,921,443 $172,665 $1,344,694 1,877,272
<P>
Correction # shares
outstanding 1,686 (1,686) 168,600
<P>
Stock issued for services 1,333 11,167 12,500 133,313
<P>
Dividend paid (172,665) (172,665)
<P>
Off-set of amount due to
subsidiary sale (1,106,399) -1,106,399
<P>
Stock issued in connection
with Silver Valley 2,500 2,500 5,000 250,000
<P>
Contributions to capital 35,000 7,500 42,500 3,500,000
<P>
Net Income- (211,571) -211,571
<P>
As of
December 31, 1999 ($6,979,758) $59,292 $6,834,525 $0 ($85,941) 5,929,185
-----------------------------------------------------------------
<P>
Acquisition of BidInvite 1,000 (1,000) 100,000
<P>
Net Income (33,953) (33,953)
<P>
As of
March 31, 2000 (7,013,711) $60,292 $6,833,525 $0 ($119,894) 6,029,185
-----------------------------------------------------------------
</TABLE>
<P>
UNICO, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31, 2000 AND 1999
<TABLE>
<S> <C> <C>
2000 1999
------- -----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(33,953) $ (1,457,817)
<P>
Adjustments to reconcile net income to net cash
provided by operating activities:
<P>
Stock options for services rendered - 8,000
Stock issued for services rendered - 4,500
Receivable from shareholder 32,000 (35,000)
Receivable from NexGen - 65,630
Accounts payable 21,327 43,381
Due to shareholder - 122,470
Accrued expense (3,800) -
-----------------------
Net cash provided by (used) by operating
activities 15,574 (2,590)
<P>
CASH FLOWS PROVIDED BY (USED) BY
INVESTING ACTIVITIES
<P>
Purchase of computer equipment (16,274) -
<P>
Net cash provided (used) by Investing
Activities (16,274) -
<P>
CASH FLOW FROM FINANCING ACTIVITIES
<P>
Loan from shareholder 18,000
Acquisition of subsidiary - (35,000)
Proceeds from sale of USMI - (105,404)
Proceeds from sale of Stock - 42,500
-----------------------
Net cash provided (used) by
financing activities 18,000 (97,904)
<P>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 17,299 (100,494)
<P>
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR 4,910 105,404
------------------------
<P>
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 22,209 $ 4,910
========================
</TABLE>
<P>
UNICO AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
<P>
NOTE 1-ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
<P>
(A) Nature of operation
<P>
In May 1998, the Company entered into an agreement to
sell the common stock of its wholly owned subsidiary,
United Marketing Solutions, Inc. (UMSI) to Next
Generation Media (NexGen). Closing on this sale occurred
on April 1, 1999, leaving Unico as a publicly traded
shell company.
<P>
Under new management, the Company intends on becoming an
"Internet Incubator," and is actively seeking private
financing for that purpose.
<P>
(B) Basis of consolidation
<P>
The consolidated financial statements include the
accounts of the Company, UMSI until sold and its wholly
owned subsidiary Silver Valley Energy, Inc. (SVE). All
material inter-company transactions have been eliminated.
<P>
(C) Acquisition
<P>
During May 1999 the Company acquired all of the common
stock of SVE for $35,000 in cash and 175,000 shares of
common stock. SVE owns oil, gas, and mineral lease
rights on approximately 1,200 acres of land located in
Texas. SVE is inactive and is not developing these
rights. The subsidiary has not had any operations since
inception.
<P>
(D) Property
<P>
Property is recorded at cost and is depreciated over its
estimated useful life.
<P>
(E) Cash and cash equivalents
<P>
The statement of cash flows is presented on a basis of
cash available.
<P>
(F) Income taxes
<P>
The Company files a consolidated federal tax return.
<P>
UNICO, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
March 31,2000
<P>
(G) Impairment of long-lived assets
<P>
The company policy is to periodically evaluate the
economic recoverability of all of its long-lived assets.
In accordance with that policy, when the company
determines that an asset has become impaired, it
recognizes the loss on the basis of the discounted cash
flows from that asset.
<P>
(H) Earnings (loss) per share
<P>
Basic earnings (loss) per share are computed by the net
income for the year by the weighted average number of
shares outstanding during the year. Diluted earnings
(loss) per share is computed by taking into consideration
stock options as if the stock was issued.
<P>
Note- 2 LEASES
<P>
The company currently leases offices on a month-to-month
basis at 333 Ludlow Street, Stamford, Connecticut.
<P>
Note- 3 RELATED PARTY TRANSACTIONS AND THE LOSS ON
SALE OF SUBSIDIARY
During 1998 and 1999, throughout the pendency of the
NexGen acquisition of UMSI, monies were advanced by
NexGen to the Company. All monies received in this sale
during 1998 were reported in equity as paid in capital.
In 1999, after all monies were actually received, the
full amount previously recognized as paid in capital in
1998, or $ 1,106,399, was offset and the net difference
of $ 6,166 is reported in 1999 as a loss in the statement
of operations.
<P>
During 1998, the Company's President and certain other
members of the Board of Directors resigned and became
stockholders of NexGen, having exchanged their interests
in the Company for NexGen's common stock. New management
was appointed by the new majority stockholders.
<P>
UNICO, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2000
<P>
NOTE 4- INCOME TAXES
<P>
The company accounts for income taxes in accordance with
Financial Accounting Standards No. 109 which requires an
asset and liability approach to accounting for income
taxes. The company has not recorded a deferred tax asset
because its realization is unknown and depends on future
results of operations
<P>
NOTE 5- COMMON STOCK
<P>
On May 28, 1999, the Company acquired 100% of SVE for
1,080,000 restricted shares of common stock.
Subsequently, the purchase price was renegotiated
providing for the return of the 1,080,000 shares, giving
SVE a cash payment of $35,000 and 250,000 shares of
Common stock. The financial statements recognize only
the amended agreement and sets aside the original
agreement.
<P>
The Company also made a 1 for 3 reverse stock split
immediately before acquiring SVE. This 1 for 3 reverse
stock split has been recognized in these financial
statements retroactive to December 31, 1998.
<P>
The stock transfer agent was changed in May of 1999. In
the transition, an additional 168,587 shares of issued
and outstanding stock came to light. Management has not
been able to explain who owns these shares or for what
purpose they were issued. Management has chosen these
168,587 as a reduction in paid in capital and an increase
in common stock at par value.
<P>
NOTE 6- DISCONTINUED OPERATIONS OF SUBSIDIARY
<P>
During 1998, the Company entered into an agreement to
sell its principal operating subsidiary UMSI, formerly
United Coupon Corporation. Accordingly, the results of
operations for 1999 are presented showing the results of
continuing operations and discontinued operations net of
taxes. UMSI was fully disposed of on April 1, 1999. The
Company, after this transaction had no assets or
liabilities.
<P>
UNICO, INC AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2000
<P>
NOTE 6- DISCONTINUED OPERATIONS OF SUBSIDIARY
<P>
<TABLE>
<S> <C>
As Of
December 31,1999
----------------
Revenue
Printing, design, and advertising sales $ 1,902,906
Other 62,383
---------------
Total Revenue 1,965,289
===============
<P>
Expenses
Direct cost of sales 1,495,041
General and administrative 474,159
--------------
Total expenses 1,969,200
==============
<P>
Net income (loss) before
Tax provision (3,931)
<P>
Income tax provision -
<P>
Income (loss) from operations $ (3,931)
==============
</TABLE>
<P>
UNICO, INC. AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
<P>
NOTE 7- PRECISION COMMUNICATION CONSULTANTS, LTD -
ACQUISITION
<P>
On December 28, 1999 the Company entered into a share
exchange agreement with Precision Communication
Consultants LLC ("Communication"). In that agreement, the
Company was to acquire all of the interests in
Communication in exchange for warrants to acquire 500,000
shares of stock at varying prices and 416,470 shares of
common stock. The company plans to cancel all of the
common stock issued in the transaction and will not honor
the warrants when they are presented for exercise. The
Company believes that it was induced to enter into the
transactions based on several financial
misrepresentations by Communication.
<P>
NOTE 8- BIDINVITE.COM, INC. ACQUISITION
<P>
On March 1, 2000, the Company acquired 95% of the
outstanding stock of BidInvite.com, Inc. for 100,000
shares of its common stock. Management intends to
account for the transaction as a "pooling of interests."
<P>
NOTE 9- STOCK OPTIONS
<P>
Effective September 30, 1999 the Company adopted an
omnibus stock option plan. The plan provides for
2,000,000 shares as either Incentive Stock Options or
Employee Stock Options. As of December 31, 1999, 359,450
options have been granted to Directors and key employees.
The exercise price is $.01 per share.
<P>
NOTE 10- GOING CONCERN
<P>
The company disposed of all assets and its liabilities of
the Company. This was done in connection with the sale
of its only subsidiary at the time, United Marketing
Solutions, Inc.(UMSI). This sale was finalized April 1,
1999. The Company was then a publicly held shell
corporation. Anticipating this, new management was
searching for other business activities.
<P>
The first acquisition, Silver Valley Energy, Inc. (SVE)
took effect May, 1999 refer to Note 5. The second
acquisition, Precision Communication Consultants LLC
(Communications), took place effective December, 1999.
This second acquisition most likely will be undone
refer to Note 7. Since December 1999, the Company
completed it third acquisition, BidInvite.com, Inc.
refer to Note 8
<P>
UNICO, INC. AND SUBSIDIARIES
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2000
<P>
NOTE 10 GOING CONCERN
<P>
Despite all of the acquisitions and related efforts, the
only funds raised to date are those of the majority
shareholder in the form of loans and capital
contributions to the Company. Unless additional funds
are obtained, from other sources, or the company makes
positive cash flow from its operations, the Company could
jeopardize its ability to continue as a going concern.
Presently, the majority shareholder plans to continue
funding the operations of the Company, anticipating other
sources will come about in the near future.
<P>
NOTE 11-SUBSEQUENT EVENTS
<P>
In April, 2000, the Officers and Directors of the Company
exercised their stock options for the acquisition of
350,000 shares. Also in April, 2000, 845,000 shares were
given to Internet Consulting, SA, the Company's strategic
software development partner.
<P>
Item 2. Managements Discussion and Analysis of
Financial Conditions and Results of
Operations.
<P>
Management Discussion and Analysis
<P>
Certain matters discussed herein are forward-looking
statements intended to qualify for the safe harbors from
liabilities established by the Private Litigation Reform
Act of 1995. These forward-looking statements can
generally be identified as such because the context will
include words such as the Company "believes," "plans,"
"intends," "anticipates," "expects," or words of similar
import. Similarly, words that describe the Company's
future plans, objectives, estimates, goals, are also
forward-looking statements.
<P>
Such statements address future events and conditions
concerning capital expenditures, earnings, litigation,
capital resources and accounting matters. Actual results
may vary materially from those currently anticipated in
such statements by reason of factors such as future
economic conditions, including changes in customer
demands, and changes in legislative or regulatory
environments.
<P>
On April 1, 1999, the Company sold its only asset, the
stock of its operating subsidiary United Marketing to
NextGen, Inc. This sale was agreed to in May of 1998 and
Unico received $1,106,000. The Company declared a stock
dividend of $ 172,000 in December 1998 to be paid in
1999. The subsidiary was in the franchising of
cooperative direct mail advertising distributorships
business. The results of operations of United Marketing
are included in the statement of operation for the period
January 1, 1999 through April 1, 1999.
<P>
As a result of the above-described transaction, Unico,
Inc. became a publicly traded "shell" company. The
company, immediately after the sale of United Marketing,
had no assets and no liabilities. The company was funded
by two new shareholders, Nathan International and TC
Equities, selected a new Board of Directors and
management team, and changed its "mission."
<P>
In May of 1999, the Company purchased an interest in an
oil and gas lease covering approximately 1,200 acres of
land in Texas. This oil and gas lease will be disposed
of in 2000.
<P>
Unico intends to become a diversified holding company
focusing on the incubation, acquisition and financing of
young, development stage high technology companies.
Unico's mission is to focus on early stage companies
where Unico can add significant value through its network
of relationships, and the Company's experience in
building distribution, technology, developing brands, and
financing.
<P>
The company believes that its primary strengths are its
ability to acquire attractive development stage high
technology companies on favorable terms, to provide the
necessary funding and guidance, enabling these companies
to implement their business plans.
<P>
Unico serves as an incubator to these companies,
completing its first acquisition, BidInvite.com, Inc., on
March 1, 2000.
<P>
BidInvite.com intends to revolutionize the way the
construction industry exchanges information concerning
construction jobs up for bid and the resulting
contractor's bid.
<P>
On April 3, 2000, the Company completed it second
acquisition, Vifor2k. Vifor2k is a New York based
software development company that specializes in end-user
applications. Vifor2k recently developed a new suite of
desktop applications aimed at the corporate desktop
market. Advanced PC users will now have an array of
utilities and programs that will allow them to more
easily send and receive email, chat, transfer files, and
perform other functions.
<P>
No meaningful comparison can be made between 1998 and
1999 because of the sale of the United Marketing
subsidiary and the entrance into a completely new
business.
<P>
The Company's net loss for the period ended March 31,
2000 was primarily due to start up costs permitting the
Company to build its infrastructure.
<P>
Part II. OTHER INFORMATION
<P>
Item 1. Legal Proceedings
<P>
The Company is not involved in any legal proceedings.
<P>
Item 2. Changes in Securities. - None
<P>
Item 3. Defaults Upon Senior Securities. Not
applicable.
<P>
Item 4. Submission of Matters to a Vote of Security
Holders.
<P>
On March 1, 2000 the shareholders of the Company approved
the acquisition of 95% of the outstanding stock of
BidInvite.com, Inc. for 100,000 shares of the Company's
common stock.
<P>
Item 5. Other information. None.
<P>
Item 6. Exhibits and reports on Form 8-K. None.
<P>
Exhibit 27 Financial data schedule electronic filing
only.
<P>
SIGNATURES
<P>
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 in its behalf by the
undersigned, thereunto duly authorized, on May 15, 2000.
<P>
UNICO, INC.
-----------------
(Registrant)
<P>
Date: May 15, 2000 s/s Jay R. Weppler
-------------------
Jay R. Weppler
Chairman and President
<P>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 22,209
<SECURITIES> 0
<RECEIVABLES> 3,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,209
<PP&E> 16,274
<DEPRECIATION> 0
<TOTAL-ASSETS> 81,483
<CURRENT-LIABILITIES> 201,377
<BONDS> 0
0
0
<COMMON> 60,292
<OTHER-SE> (81,186)
<TOTAL-LIABILITY-AND-EQUITY> 81,483
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (33,953)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (33,953)
<INCOME-TAX> 0
<INCOME-CONTINUING> (33,953)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (33,953)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
