U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1996
Commission file number 0-14978
TRANSAMERICAN PETROLEUM CORP.
-----------------------------
(Name of Registrant in its Charter)
Colorado 84-0751916
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
255 East Drive, Suite C, Melbourne, Florida 32904
------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(321) 308-2900
--------------
(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)
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.
Yes [ ] No [X]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-X contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
State issuer's revenues for its most recent fiscal year: 0.
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days. $317,900
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 33,846,426 as of October 1, 1999.
This report contains a total of 8 pages.
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Other than historical and factual statements, the matters and items
discussed in this Annual Report on Form 10-K are forward-looking statements that
involve risks and uncertainties. Actual results of the Company may differ
materially from the results discussed in the forward-looking statements. Certain
factors that could contribute to such differences are discussed with the
forward-looking statements throughout this report.
This report on Form 10-K for the fiscal year ended April 30, 1996, is
being filed on February 1, 2000. The Company is filing this report along with
others in an effort to bring its Securities and Exchange Act of 1934 filings
current. In preparing this report, the Company has relied on the corporate
documentation received from the Company's prior management which, in many
instances, was incomplete.
General
Corporate Background
Transamerican Petroleum Corporation (the "Company") was formed January
2, 1986, by virtue of a Certificate of Amendment from the Secretary of State of
Colorado, changing its name from Oil Field Service Company, Inc., to
Transamerican Petroleum Corporation. The Company was then a wholly owned
subsidiary of PTP Resource Corporation, a Canadian corporation, whose stock is
traded on both the Vancouver Stock Exchange and Nasdaq. Pursuant to a request
filed with the Chief Counsel, Division of Corporate Finance, of the Securities
and Exchange Commission, permission was granted on March 27, 1986 for the stock
of the Company to be distributed on a pro rata basis to all shareholders of PTP
Resource Corporation. The stock was issued on April 24, 1986.
The Company is authorized to issue 45,000,000 shares of common stock,
par value $.01 per share. As of April 30, 1996, there were 11,846,985 shares of
common stock issued and outstanding. There were no preferred shares issued or
outstanding.
The Company had no full time employees during the reporting period. The
Company's President, Georges Laroze, agreed to allocate a portion of his time to
the activities of the Company without compensation except reimbursement of
expenses. During the reporting period, the Company remained dormant and ceased
all of its activities.
The Company's address and telephone number are: 255 East Drive, Suite
C, Melbourne, Florida 32904, (321) 308-2900.
Strategy
The Company intended to provide a vehicle to take advantage of business
opportunities which management believed were in the best interest of the
Company's shareholders.
Trademarks
None
ITEM 2. DESCRIPTION OF PROPERTY
The Company had no properties during the reporting period.
2
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Company was not a party to any material litigation during the
reporting period. Additionally, the Company is not a party to any material
litigation as of the date of this report.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None. During the reporting period, there was no meeting of security
holders, and no voting on any matters.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
During the reporting period, the Company's common stock was traded on
the OTC Bulletin Board under the symbol "TAMP." In December 1998, the Company
changed its trading symbol to "TDCM." The Company has only limited trading in
the over the counter market and thee is no assurance that this trading will
expand or continue. From April 30, 1985 through April 30, 1996, there was
limited and sporadic quotations which did not necessarily constitute an
established public trading market. During the reporting period, Quotations of
the Company's common stock ranged from a high bid of $0.20 to a low of $0.03125.
The following table sets forth the high and low bid quotations for the
common stock for the calendar periods indicated as reported by Nasdaq. These
quotations reflect prices between dealers, do not include retail mark-ups,
markdowns, and commissions and may not necessarily represent actual
transactions.
Calendar Period High Low
- ---------------- ---- ---
Second Quarter ended 6/30/94 * *
Third Quarter ended 9/30/94 * *
Fourth Quarter ended 12/31/94 * *
First Quarter ended 3/31/95 $.15 $.03125
Second Quarter ended 6/30/95 $.20 $.05
Third Quarter ended 9/30/95 $.1875 $.0625
Fourth Quarter ended 12/31/95 $.15 $.09
First Quarter ended 3/31/96 $.18 $.08
*There was not enough quote activity to obtain the high and low bid quotations
for the common stock for the periods indicated as reported by Nasdaq.
As of April 30, 1996 there were approximately 600 holders of record of
the 11,846,985 shares of common stock that were issued and outstanding. The
transfer agent for the common stock is currently Interstate Transfer Company,
(801) 281-9746.
The Company has never paid cash dividends on its common stock, and
presently intends to retain future earnings, if any, to finance the expansion of
its business and does not anticipate that any cash dividends will be paid in the
foreseeable future. The future dividend policy will depend on the Company's
earnings, capital requirements, expansion plans, financial condition and other
relevant factors.
The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be any equity security that has a market
price (as defined) of less than $5.00 per share, subject to certain exceptions.
3
<PAGE>
The Company's common stock may be deemed to be a "penny stock" and thus will
become subject to rules that impose additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors, unless the common stock is listed on The
Nasdaq SmallCap Market. Consequently, the "penny stock" rules may restrict the
ability of broker/dealers to sell the Company's securities, and may adversely
affect the ability of holders of the Company's common stock to resell their
shares in the secondary market.
Recent Sales of Unregistered Securities
None
ITEM 6. SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with the Company's Consolidated Financial Statements and Notes
thereto and with "Management's Discussion and Analysis of Financial Condition
and Results of Operations," each of which is included elsewhere in this Form
10-K. The consolidated statements of operations data for the fiscal year ended
April 30, 1996, and the balance sheet data at April 30, 1996, are derived from
audited financial statements included elsewhere in this Form 10-K. The
information contained in this report for prior reporting periods was obtained
from the Company's previously filed Securities Exchange Act of 1934, as amended,
reports.
<TABLE>
<CAPTION>
Fiscal Year Ended April 30,
------------------------------------------------------
1996 1995 1994 1993
- ---------------------------------------------------- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Net Sales $10,000 $6,243 $44,742 0
- ---------------------------------------------------- ------------- ------------ ------------- -------------
Net income (loss) from continuing operation ($14,163) ($19,184) ($77,695) ($176,556)
- ---------------------------------------------------- ------------- ------------ ------------- -------------
Income (loss) from continuing operations per share --- --- (.01) (.02)
- ---------------------------------------------------- ------------- ------------ ------------- -------------
Total assets 0 $749 $39,004 $147,020
- ---------------------------------------------------- ------------- ------------ ------------- -------------
Long term obligations and re-deemable preferred
stock including long-term debts, capital leases,
and redeemable performed stock
- ---------------------------------------------------- ------------- ------------ ------------- -------------
Cash dividends declared per common share -- -- -- --
- ---------------------------------------------------- ------------- ------------ ------------- -------------
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for certain forward-looking statements. The forward-looking statements
contained in this Report are subject to certain risks and uncertainties. Actual
results could differ materially from current expectations. Among the factors
that could affect the Company's actual results and could cause results to differ
from those contained in the forward-looking statements contained herein is the
Company's ability to implement its business strategy successfully, which will
depend on business, financial, and other factors beyond the Company's control.
There can be no assurance that the Company will continue to be successful in
implementing its business strategy. Other factors could also cause actual
4
<PAGE>
results to vary materially from the future results covered in such
forward-looking statements. Words used in this Report such as "expects,"
"believes," "estimates" and "anticipates" and variations of such words and
similar expressions are intended to identify such forward-looking statements.
During the period May 1, 1995 through April 30, 1996, the Company had
no active business and, therefore, no meaningful trends or analysis may be
reported. This Section should be read in conjunction with the Financial
Statements of the Company and the notes thereto included elsewhere in this
report. The Company's ability to provide a vehicle to take advantage of business
opportunities is dependent on its ability to raise capital to acquire and
support any such business opportunities. Because the Company has no current
source of liquidity, the Company is unable to predict whether such capital
infusion, if available, will be on terms and conditions favorable to the
Company. There can be no assurance that the Company will be successful in its
plan to locate businesses which will be willing to enter into a business
relationship with the Company.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
None.
ITEM 8. FINANCIAL STATEMENTS
The financial statements required by this report are appended hereto
commencing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the names, positions with the Company
and ages of the executive officers and directors of the Company. Officers are
elected by the Board and their terms of office are at the discretion of the
Board.
Name Age Positions Held
- ---- --- --------------
Georges Laroze 51 Director, President
Sylvain Laroze 29 Director, Secretary
Valerie Puccia 41 Director, Treasurer
All directors hold office until the next annual meeting of the Company's
stockholders and until their successor has been elected and qualified.
ITEM 11. EXECUTIVE COMPENSATION
Cash Compensation
There was no cash compensation paid to any executive officer during the
reporting period.
Option Grants in Last Fiscal Year
5
<PAGE>
There were no options granted to Executive Officers during the
reporting period.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
Company's common stock, par value $.01 beneficially owned as of April 30, 1996
for (i) each stockholder known by the Company to be the beneficial owner of five
(5%) percent or more of the Company's outstanding common stock, (ii) each of the
Company's directors, (iii) each named executive officer, and (iv) all executive
officers and directors as a group. At April 30, 1996, 1996 there were 11,846,985
shares of common stock outstanding.
Name and Address of Amount and Nature of Percent
Beneficial Owner(1) Beneficial Ownership(2) of Class
- ------------------- ----------------------- --------
Georges Laroze 3,900,000 26%
Sylvain Laroze 85,000 <1%
Valerie Puccia 200,000 1.7%
All directors and officers
as a group (3 persons) 34.7%
- ----------------------
(1) Unless otherwise indicated, the address of each of the persons named in
the table is the Company's executive offices, 255 East Drive, Suite C.
Melbourne, Florida 33326. Unless otherwise noted, the Company believes
that each of the persons named in the table have sole voting and
dispositive power with respect to all the shares of common stock of the
Company beneficially owned by such person. The Company has compiled the
information contained herein form the Company's prior reports and the
Company's corporate records.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days upon the exercise of warrants or
options or the conversion of convertible securities. Each beneficial
owner's percentage ownership is determined by assuming that warrants or
options that are held by such person (but not those held by any other
person) and that are exercisable within 60 days have been exercised.
6
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
(a) Index to Exhibits
7
<PAGE>
SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act
of 1934, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TRANSAMERICAN PETROLEUM CORP.
(Registrant)
Date: February 1, 2000 By: /s/ Thomas E. Biddix
-------------------------------
Thomas E. Biddix
Chief Executive Officer
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
Date: February 1, 2000
By: /s/ Thomas E. Biddix
----------------------------------
Thomas E. Biddix, Director
By: /s/ Timothy F. McWilliams
----------------------------------
Timothy F. McWilliams, Director
8
<PAGE>
TRANSAMERICAN PETROLEUM CORPORATION
FINANCIAL STATEMENTS
APRIL 30, 1996
TABLE OF CONTENTS
FINANCIAL STATEMENTS: PAGE
Independent Auditors' Reports F-2
Balance Sheets- April 30, 1995 and 1996 F-3
Statements of Operations- F-4
Years Ended April 30, 1996 and 1995
Statements of Deficiency in Stockholders Equity F-5
Years Ended April 30, 1996 and 1995
Statements of Cash Flows F-6
Years Ended April 30, 1996 and 1995
Notes to Financial Statements F-6-7
F-1
<PAGE>
Edward Isaacs & Company LLP
CPAs and Financial Consultants
380 Madison Avenue, New York, NY 10017
Tel (212) 297-4800, Fax (212) 972-9088
Member TGI International
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Transamerican Petroleum Corporation
We have audited the accompanying balance sheets of Transamerican Petroleum
Corporation as of April 30, 1996 and 1995, and the related statements of
operations, deficiency in stockholder's equity and cash flows for each of the
years in the period ended April 30, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the 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 audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Transamerican Petroleum
Corporation as of April 30, 1996 and 1995, and the results of its operations and
cash flows for each of the years in the period ended April 30, 1996 in
conformity with generally accepted accounting principles.
In November 1996, 59.72% of the Company's shares where sold to another company
and the company is now under new management (see Note 6)
January 22, 1997 /s/ Edward Isaacs & Company LLP
F-2
<PAGE>
<TABLE>
<CAPTION>
TRANSAMERICAN PETROLEUM CORPORATION
STATEMENTS OF OPERATION
YEARS ENDED APRIL 30, 1996 AND 1995
1996 1995
----------- ---------
REVENUES:
<S> <C> <C>
Sales $ - $ -
---------- ----------
Other $ 10,000 $ 6,243
---------- ----------
10,000 6,243
---------- ----------
COST AND EXPENSES
Cost of sales - -
Professional fees 23,564 17,724
Travel - 6,536
Other 599 1,167
Minority Interest - -
---------- ----------
24,163 25,427
---------- ----------
LOSS BEFORE OTHER ITEM (14,163) (19,184)
GAIN ON DISPOSAL OF COMOROS OPERATION - 9,194
---------- ----------
NET LOSS $ (14,163) $ (9,990)
---------- ----------
NET LOSS PER SHARE $ - $ -
---------- ----------
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 11,846,985 11,846,985
---------- ----------
</TABLE>
See Independent Auditors' Report and notes to financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
TRANSAMERICAN PETROLEUM CORPORATION
BALANCE SHEETS
APRIL 30, 1996 AND 1995
ASSETS 1996 1995
----------------- -------------------
CURRENT ASSETS:
<S> <C> <C>
Cash $ - $ 749
----------------- -------------------
LIABILITIES AND DEFICIENCY IN STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 341 $ 19,524
Loan from officer - 40,222
----------------- -------------------
TOTAL CURRENT LIABILITIES 341 59,746
----------------- -------------------
DEFICIENCY IN STOCKHOLDERS' EQUITY:
Preferred stock, 5,000,000 shares authorized; none
Issued and outstanding
Common stock, par value $.01 per share, 45,000,000 shares
Authorized; 11,846,985 issued and outstanding 118,470 118,470
Additional paid-in capital 1,252,120 1,179,301
Accumulated deficit (1,370,931) (1,356,768)
----------------- -------------------
TOTAL DEFICIENCY IN STOCKHOLDERS' EQUITY (341) (58,997)
----------------- -------------------
$ - $ 749
----------------- -------------------
</TABLE>
See Independent Auditors' Report and notes to financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
TRANSAMERICAN PETROLEUM CORPORATION
STATEMENTS OF DEFICIENCY IN STOCKHOLDERS' EQUITY
YEARS ENDED APRIL 30, 1996 AND 1995
Common Stock Additional
--------------------------- Paid In Accumulated
Shares Amount Capital Deficit Total
---------- -------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
BALANCE - April 30, 1994 11,846,965 $118,470 $1,179,301 $(1,346,778) $ (49,007)
Net Loss- April 30, 1995 - - - (9,990) (9,990)
---------- -------- ---------- ----------- ------------
BALANCE- April 30, 1995 11,846,965 118,470 1,179,301 (1,356,768) (58,997)
Net Loss- April 30, 1996 - - - (14,163) (14,163)
Capital contributions - - 72,819 - 72,819
---------- -------- ---------- ----------- ------------
BALANCE- April 30, 1996 11,846,965 $118,470 $1,252,120 $(1,370,931) $ (341)
---------- -------- ---------- ----------- ------------
</TABLE>
See Independent Auditors' Report and notes to financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
TRANSAMERICAN PETROLEUM CORPORATION
STATEMENTS OF CASH FLOWS
YEARS ENDED APRIL 30, 1996 AND 1995
1996 1995
------------ --------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net Loss $ (14,163) $ (9,990)
Adjustments to reconcile net loss to net cash
used in operating activities:
Minority Interest in loss - -
Increase (decrease) in cash attributable to
Changes in assets and liabilities:
Accounts receivable - 7,064
Inventories - 25,374
Other - 1,037
Accounts payable (19,183) (11,235)
Accrued expenses - (34,000)
------------ --------------
NET CASH USED IN OPERATING ACTIVITIES (33,346) (21,750)
------------ --------------
FINANCING ACTIVITIES:
Increase (decrease) in loan from officer 32,597 16,970
Proceeds from issuance of common stock - -
Minority investments in subsidiaries - -
------------ --------------
NET CASH PROVIDED BY FINANCING ACITIVITES 32,597 16,970
------------ --------------
NET DECREASE IN CASH (749) (4,780)
------------ --------------
CASH at beginning 749 5,529
------------ --------------
CASH at end $ - $ 749
------------ --------------
</TABLE>
See Independent Auditors' Report and notes to financial statements
F-6
<PAGE>
TRANSAMERICAN PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Operations:
The operations of Transamerican Petroleum Corporation (Company) prior
to 1995 had been the pursuit of business opportunities, principally in
the Federal Islamic Republic of the Comoros, an island nation off the
southeast coast of Africa (see Note 4). The company's administrative
offices were located in Givors, France until November 1996 (see Note
5).
The Company was incorporated in Colorado on July 20, 1981 as Oil Field
Service Company, Inc. and, in 1986, the name of the Company was changed
to Transamerican Petroleum Corporation.
Foreign Subsidiaries:
During fiscal year 1994, the Company acquired a 70% interest in a newly
established Comoros company, which owned 60% of another newly
established Comoros Company engaged in selling consumer goods. The
Company also directly owned 10% of that Company. These Companies are
included in the financial statements for the year ended April 30, 1994.
All significant intercompany items have been eliminated in
consolidation.
Liquidity:
The accompanying statements of operations show that the Company has
incurred substantial losses and has a deficiency in stockholders equity
as of April 30, 1996 and, in 1995, terminated its sole business
operations in Comoros. The ability of the Company to continue as a
going concern is dependent upon resuming operations in the future and
obtaining necessary financing.
Cash:
For purpose of the statement of cash flow, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents.
Income Taxes:
The Company accounts for income taxed pursuant to Statement of
Financial Accounting Standards No. 109 (SFAS 109). SFAS 109 requires
the recognition of deferred tax assets and liabilities and adjustments
to deferred tax balances for changes in tax law and rates. In addition;
future tax benefits such as net operating loss carryforwards are
recognized to the extent recognition of such benefits is more likely
than not.
F-6
<PAGE>
TRANSAMERICAN PETROLEUM CORPORATION
NOTES TO FINANCIAL STATEMENTS
2. ISSUANCE OF COMMON STOCK
On August 4, 1993, the Company issued 70,00 shares of common stock in
consideration of $ 33, 817 (price per share $ .48), to non-citizens and
non-residents of the United States.
3. INCOME TAXES
At April 30, 1996, the Company has approximately $ 337,149 of net
operating loss carryforwards expiring in 2011, which would have
resulted in a deferred tax asset of approximately $ 105,000 as of April
30, 1996. The Company has not recognized the deferred tax asset
applicable to the carryforward as the balance would be offset by a
valuation allowance.
4. TERMINATION OF OPERATIONS IN COMOROS
On September 15, 1994, the Company ceased operations in the Comoros. In
connection therewith, the Company accrued in the accompanying 1994
financial statements $ 34,000 for expenses and losses expected be
incurred in realizing and winding up operations.
5. NONCASH FINANCING ACTIVITIES
On April 30, 1996, a $ 72,819 loan from a shareholder was converted to
additional paid-in capital.
6. SUBSEQUENT EVENTS
Pursuant to a stock purchase agreement dated November 26, 1996, the
principal stockholders of the Company sold their shares of common stock
totaling 7,075,000 9representing 59.72% of the then issued and
outstanding stock), to a British Virgin Islands company. Upon the sale
of the shares, a new Board of Directors was elected, and new officers
were appointed, effectuating a change of control of the Company. Under
new management, the Company's administrative offices are located in
Charlotte, North Carolina.
F-7
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> APR-30-1996
<PERIOD-START> MAY-01-1995
<PERIOD-END> APR-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 341
<BONDS> 0
0
0
<COMMON> 118,470
<OTHER-SE> (118,811)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 10,000
<CGS> 0
<TOTAL-COSTS> 24,163
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (14,163)
<INCOME-TAX> 0
<INCOME-CONTINUING> (14,163)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (14,163)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
