FORM 10-KSB/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] AMEND. NO. 3 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OR THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number: 33-8819-D
HALLMARK PROPERTIES, INC.
-------------------------
(Name of small business issuer in its charter)
Colorado 84-1036901
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7810 W. 70th Drive
Arvada, Colorado 80004
------------------- -----
(Address of principle executive offices) (Zip code)
Issuer's telephone number: (303) 901-4238
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
None
Indicated by check mark whether the issuer (1) filed all
reports required by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has
been subject to such filing requirements for at least the past 90
days. Yes [X] No [ ].
Check if there is no disclosure of delinquent filers in
response to Item 405 Regulation S-b in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in 10-KSB or any amendment to this Form 10-KSB. [X]
Issuer's revenues for its most recent fiscal year: $-0-
Aggregate market value of voting stock held by non-
affiliates as of May 15, 1998: $-0-
There is currently no trading market for the Registrant's
securities.
Number of shares of Common Stock, no par value, outstanding
as of March 31 1998: 43,393,333.
Documents incorporated by reference: None.
<PAGE>
HALLMARK PROPERTIES, INC.
FORM 10-KSB
PART I
Item 1. Description of Business
(a) Business Development.
Hallmark Properties, Inc., ("Hallmark" or the "Company") was
organized under the laws of the State of Colorado on August 11,
1986, for the purpose of evaluating and seeking merger
candidates. Commencing in December, 1986, under the name of
Diversified Management Acquisitions, Inc., the Registrant sold in
a public offering 15,000,000 units at $0.02 per unit, for total
proceeds of $300,100 which closed on April 28, 1987. Each unit
contained one share of Common Stock and one Callable Common Stock
Purchase Warrant. All Warrants expired, without exercise, on
December 2, 1988.
(b) Business of Issuer.
Since inception in 1986, management of Hallmark has been
actively seeking business opportunities. Several potential
candidates were identified between 1986 and the end of fiscal
1997, however, no combination with any of these companies was
ever completed. The Company has no agreement in principle or any
formal contract to acquire or enter into any business opportunity
as of the date of this 10-KSB/A Report.
The Company has engaged in limited activities but has been
hampered in its efforts due to its lack of capital. It is likely
that the Company will need a substantial amount of additional
capitalization before it will be able to participate in any
merger activities. There is no assurance that the Company will
obtain any additional capitalization.
The Company competes with numerous companies and firms which
are larger, better established, have greater financial and other
resources, more employees, and more extensive facilities than the
Company. The Company is at a competitive disadvantage to these
other entities.
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting or
trading in securities. While the Company does not intend to
engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event
the Company obtains or continues to hold a minority interest in a
number of enterprises. The Company could be expected to incur
significant registration and compliance cost if required to
register under the Investment Company Act of 1940.
The Company intends to structure any merger or acquisition
in such a manner as to minimize federal and state tax
consequences to the Company and any target company.
2
<PAGE>
The Company presently is a "shell" or "blank check" company,
because it has no specific business plan or purpose; the Company
intends to locate and consummate a merger or acquisition with a
company or companies, or other entities or persons. Under
Section 7(b) of the Securities Act of 1933, as amended (the "1933
Act"), and rule 419 adopted by the Securities and Exchange
Commission (the "Commission"), the ability of the Company (as a
shell or blank check company) to raise capital through a public
offering of its securities by a registration statement filed with
the Commission is subject to certain limitations. These
limitations, which would apply to the Company if it were to
conduct a registered public offering as a blank check or shell
company, generally are as follows: all securities issued by the
Company in connection with such an offering and the gross
proceeds from the offering must be deposited promptly into an
escrow account with an insured depository institution (usually a
commercial bank) covered by insurance maintained by the Federal
Deposit Insurance Corporation ("FDIC"). The funds are held in
escrow for the benefit of the investors in the offering. Initial
payments out of the escrow account are permitted only to pay
underwriting commissions, underwriting expenses and dealer
allowances; an additional amount of up to 10 percent of the
amount remaining after payment of commissions, expenses and
dealer allowances may be paid to the Company; and the balance
must remain in escrow. The securities issued in connection with
the offering also must be deposited into the escrow account, for
the benefit of the purchasers thereof, with the purchasers
retaining any voting rights with respect to the securities which
they otherwise would have.
The securities and offering proceeds are required to remain
in the escrow account until such time as the Company were to
execute an agreement to acquire a business or assets that will
constitute the business (or a line of business) of the Company
and for which the fair value of the business or net assets to be
acquired represents at least 80 percent of the net public
offering proceeds (including any proceeds received or to be
received from exercise of securities such as warrants which were
purchased in the public offering). Upon execution of such an
agreement, the Company would be required to file with the
Commission a post-effective amendment to the original
registration statement, which amendment would disclose detailed
information about the business or assets to be acquired.
Within five business days after the post-effective amendment
to the registration statement is declared effective by the
Commission, the Company would be required to send the prospectus
(which would be part of the amendment) to each of the purchasers
of securities in the public offering. Each purchaser would have
not less than 20 and no more than 45 business days to decide,
based on the information in the prospectus as so amended, whether
to remain an investor or get his or her money back out of escrow.
If by the end of the 45th business day, the Company had not
received the affirmative written election by a purchaser to
remain an investor, the Company would have to return that
purchaser's funds (plus interest) to that purchaser. If enough
purchasers elected to remain investors so that their invested
funds equal at least 80 percent of the net public offering
proceeds, then the acquisition could be consummated by the
Company and the investors would receive certificates for the
securities of the Company which they had paid for in the public
offering.
If there is no acquisition consummated within 18 months of
the effective date of the original registration statement for the
public offering, all of the funds in the escrow account would
have to
3
<PAGE>
be returned to investors by the Company, and the
securities would be retired to authorized and unissued status by
the Company.
If an acquisition were to be consummated by the Company
under rule 419, all security holders of the Company would be
entitled to receive audited financial statements for the first
full fiscal year of operations following such consummation, and
other information, no later than 90 days after the end of the
Company's fiscal year.
The Company presently is filing periodic reports under the
Securities Exchange Act of 1934 (the "1934 Act") on a voluntary
basis. These reports consist of annual reports on Form 10-KSB,
quarterly reports on Form 10-QSB, and interim reports on Form 8-
K. Under Section 15(d) of the 1934 Act, the Company was required
to file such reports through the remainder of the fiscal year
when its public offering registration statement was declared
effective by the Commission (December 1986). Thereafter, the
Company was not required to file such reports because the Company
never has had the 300 shareholders of record which would make
such reporting mandatory under Section 15(d).
At such time as the Company were to consummate an
acquisition of a business or assets after conducting a registered
public offering as a blank check or shell company, the Company
would be required to file audited financial statements for the
first full fiscal year of operations after consummation of such
an acquisition (see above). Thereafter, the Company would be
required to file reports with the Commission only if the Company
had voluntarily registered a class of its securities with the
Commission under Section 12(g) of the 1934 Act, or if the Company
had more than $10 million in assets as of the last day of its
most recent fiscal year. It should be noted that if the Company
raised funds in a public registered offering as a shell or blank
check company, any business or assets acquired would have to have
financial statements which either had been audited or were
capable of audit, in order for the Company to be able to acquire
such business or assets.
If an acquisition were to be made by the Company without
funds from a registered public offering, then the Company would
not be legally required to acquire only a business or assets
which had been or could be audited; however, the Company as a
matter of prudent business practice most likely would not acquire
any business or assets which did not have audited financial
statements or financial statements capable of audit.
The Company presently does not intend to use any notices or
advertisements in its search for business opportunities.
Instead, the Company intends to rely primarily upon the business
contacts of its President in locating possible acquisition
candidates.
The Company has had no discussions with any particular
consultants regarding the business of the Company or possible
acquisition candidates for the Company. The Company has no
agreements or understandings with any consultant. None of the
Company's officers, directors or principal shareholders in the
past have used particular consultants or advisers on a regular
basis.
Any independent consultants which the Company may hire would
be retained on the basis of their experience in evaluating
business opportunities. Any such hires probably would be on a per
4
<PAGE>
project as needed basis. If the Company had cash funds, such
consultants would be paid cash fees, and possibly also be issued
small amounts of restricted shares of Common Stock.
The Company presently does not have any funds to loan to
prospective business acquisition candidates in advance of
consummation of an acquisition transaction. Such loans would not
be made even if the Company were to obtain cash funds in the
future, which funds would be used for general and administrative
expenses and to pay the costs of evaluating prospective
acquisition candidates.
As an alternative to the raising of capital through
registered public offerings under rule 419, it is possible that
the Company may seek to raise cash funds through the private
placement of its securities under rule 506 of Regulation D. See
below.
It is likely that the Company will undergo a change in its
control in the event an acquisition transaction is consummated,
because the Company most likely will issue a significant amount
of restricted shares of Common Stock as the main component of the
consideration in such a transaction. For example, a business
could be acquired by the issuance of sufficient shares of Common
Stock so that such acquired business or its shareholders owned
more than 80 percent, on a pro forma basis, of the shares of
Common Stock outstanding after consummation of such a transaction
The Company will not borrow funds and use the proceeds
therefrom to make any payments to promoters of the Company, or
officers or directors of the Company or any of their affiliates
or associates. Further, the Company will not enter into any
agreement to acquire any entity or assets in which any officer,
director or principal shareholder of the Company has any direct
or indirect interest of any kind.
The officers and directors of the Company will not seek any
different or additional consideration for their shares of Common
Stock, or otherwise, in connection with an acquisition
transaction. For example, if the Company acquires an entity by
issuing additional shares of Common Stock to the shareholders of
the entity, all of the shareholders of the Company (including its
officers and directors and principal shareholders) will be
diluted equally with respect to the percentage of outstanding
shares such persons own after consummation of the transaction.
Further, the officers and directors of the Company would not
consent to a proposed purchase of their stock in the Company, in
connection with an acquisition transaction, which proposed
purchase would not be offered pro rata to all shareholders of the
Company. This is a policy of the board of directors which will
not be changed by the board of directors.
The officers and directors of the Company will negotiate the
terms and conditions of any acquisition transaction. Approval by
the shareholders will not be required under Colorado law to
consummate any proposed acquisition transaction, and the board of
directors will not seek to obtain such approval.
There are no arrangements, agreements or understandings
between non-management shareholders and management under which
non-management shareholders may directly or indirectly
participate in or influence the management of the Company's
affairs. However, non-management
5
<PAGE>
shareholders will continue to have voting rights to elect
directors to the Company's board of directors pursuant to
Colorado law.
No finder's fees (whether in the form of cash or debt or
equity) will be paid to anyone in connection with the business of
the Company. Further, no finder's fees or other acquisition
related compensation will be paid to officers, directors,
promoters or their affiliates or associates from the revenues or
other funds of an acquisition or merger candidate, or by the
issuance of debt or equity of such an entity.
The Company will not acquire or merge with a business or
company in which the Company's promoters, management or their
affiliates or associates, directly or indirectly, have any
ownership or other type of interest. This is a policy adopted by
the board of directors of the Company by resolution. However, it
should be noted that if the Company were to violate this policy,
any legal remedy available to the shareholders of the Company
under Colorado corporate or other laws would most likely be
prohibitively expensive and time consuming for the shareholders
of the Company to seek to have enforced.
Because the Company does not have cash funds to acquire a
business or assets of another company, the Company would effect a
consummation of such a business or assets by the issuance of a
large number of shares of Common Stock. As a result of such a
transaction, the control of the Company would be shifted away
from the current shareholders over to the new shareholders, who
would then be in position to replace current directors with
persons of their own choosing.
The officers and directors of the Company are expected to
devote from a few hours per week, up to their full time on the
business of the Company, depending on the level of activities at
the time. For example, relatively little time may be required
when acquisition candidates have been identified but further
evaluation awaits delivery of documents and background
information on the candidates. However, a great deal of time
would be required to evaluate the candidate once documents are
available, and to negotiate and finalize the terms of an
acquisition transaction.
It is not anticipated that additional securities of the
Company will be issued to management or promoters of the Company,
or to the associates or affiliates of such persons.
The officers and directors of the Company presently have no
interests in any other blank check or shell companies. If such
persons were to acquire interests in such other companies, they
would be faced with conflicts of interest in resolving how they
would choose, for different companies, among different
acquisition or merger candidates which became available. The
Company presently does not have a policy for dealing with such an
eventuality, because that type of situation does not appear
likely to develop. However, if such a conflict of interest
should be presented, the officers and directors of the Company
which would be confronted with such a conflict would be asked by
directors and officers which were not so involved, either to not
vote on approving or rejecting conflicting opportunities, or to
resign their positions as officers and directors.
The Company anticipates that additional securities of the
Company may be offered for sale in a private placement of
securities under rule 506 of Regulation D, to raise cash to cover
future
6
<PAGE>
general and administrative expenses, and the costs of
evaluating and negotiating with prospective acquisition
candidates. However, there is no assurance such an offering
would be successful, and no such private placement is presently
contemplated to be undertaken in the immediate future.
Officers and directors of the Company intend to increase
their communications to persons and companies which may be
interested in an acquisition transaction with the Company. The
communications will be made personally by letter or private
telecommunications. No advertising campaign will be initiated by
the Company.
In late summer 1997 the Company discussed with Lumiere
Securities, Inc., a small NASD brokerage firm in Denver,
Colorado, whether that firm would be interested in making a
market in the securities of the Company. Lumiere expressed
preliminary interest in the proposal, and submitted an
application to the NASD on Form 211 for permission to initiate
quotation and trading activities in the Company's securities in
the NASD's Electronic Bulletin Board trading system. In late
1997, Lumiere withdrew its application from the NASD, and advised
the Company that it was no longer interested in participating
with the Company in the proposal.
In the future, the Company intends to initiate discussions
with other brokerage firms regarding market making activities for
the Company's securities. To date the Company has not initiated
any such discussions, but the officers and directors of the
Company may begin such discussions with one or more firms in June
or July 1998. No consultants will be used in connection with
such discussions.
The promoters and management of the Company have been
involved in the following previous blank check offerings: Mr.
Wynn was president, a director, and principal shareholder of
Diversified Management Acquisitions, II, Inc. ("DMAII"), a
Colorado corporation which completed an initial public offering
(as a blind pool) of shares in May 1988 for net proceeds of
approximately $420,000 ($.01 per share). In November 1988 DMAII
completed an acquisition of a private marble quarry company, and
Mr. Wynn resigned as an officer and director. Thereafter, in
1996, DMAII acquired Carpet Holdings, Inc. and changed its name
from DMAII to Carpet Holdings, Inc. Mr. Wynn has had no
involvement in DMAII since 1988, and has owned a nominal amount
of shares in that corporation since 1996.
The former officers and directors of the Company (Louis
Porter and James Porter), who resigned in April, 1998, had been
involved in one other blank check offering: Strategic
International, Inc. ("SII"), a blind pool which raised
approximately $420,000 in its initial public offering in 1986.
Messrs. Porter were the executive officers, principal
shareholders and directors of SII; they resigned their positions
and sold their stock in connection with a change in control of
SII in 1991. The subsequent history of SII is not known to the
Company.
The shares of Common Stock of the Company are defined as
"penny stock" under rule 3a51-1 adopted by the Commission under
the 1934 Act. In general, "penny stock" includes securities
which (i) are not listed on the principal stock exchanges or the
National Association of Securities Dealers Automated Quotation
System ("NASDAQ"); or (ii) securities which are not so listed and
which have a bid price in the market of less than $5.00; or (iii)
securities of an issuer with net tangible assets of
7
<PAGE>
less than $2 million ($5 million if the issuer has been in
continuous operation for less than three years), or which has had
average revenue of less than $6 million for the last three years.
As "penny stock," the Company's securities are subject to
rule 15g-9 adopted by the Commission under the 1934 Act. Rule
15g-9 imposes additional sales practice requirements on broker-
dealers which sell such securities to persons other than
established customers and "accredited investors" (generally,
individuals with net worth in excess of $1 million or annual
incomes exceeding $200,000, or $300,000 together with their
spouses, or individuals who are the officers or directors of the
issuer of the securities). For transactions covered by this
rule, a broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser's
written consent to the transaction prior to sale. Consequently,
the rule may adversely affect the ability of broker-dealers to
sell the Company's securities, and therefore may adversely affect
the ability of owners of the Company's securities, whenever
purchased, to resell any of the securities of the Company in the
public market.
The Company will provide to all of its shareholders complete
documentation of any acquisition candidate with which the Company
has signed a definitive acquisition agreement, including audited
financial information for such candidate if available, at such
time as the Company files a Current Report on Form 8-K with the
Commission regarding the execution of such acquisition agreement
and the terms and conditions thereof.
As of the date of this Form 10-KSB/A, none of the officers,
directors, or promoters of the Company, or any of their
affiliates or associates, have had any preliminary contact or
discussions with and there are no present plans, proposals,
arrangements or understandings with any representatives of the
owners of any business or company regarding the possibility of an
acquisition or merger transaction.
The present management of the Company became acquainted with
the Company when it was organized in 1986. Mr. Wynn was
president and a director of the Company from 1986 until he
resigned such positions in 1988. Mr. Wynn subsequently (in April
1998) again became president and a director in connection with
his purchase of shares from Louis Porter and James Porter, in a
transaction to which the Company was not a part. From the time
he resigned in 1988, until he became president in April, 1998,
Mr. Wynn was not involved with the management of the Company
directly or indirectly, and he did not provide any services tot
he Company during that 10 year period of time.
There are no agreements or understandings for any officer or
director to resign at the request of another person. None of the
officers or directors of the Company are acting on behalf of or
will act at the direction of any other person.
The activities of the following persons will be material to
the operations of the Company: its President and its directors.
The President and directors of the Company are the only promoters
of the Company.
8
<PAGE>
Until the end of fiscal 1998, the Company's office facility
was provided to the Company without cost by Shield Technology
Corporation, which is a private corporation engaged in private
business consulting and management services. Shield Technology
Corporation is affiliated with Louis Porter and James Porter,
former officers and directors of the Company. The Company's
current offices are located at 7810 W. 70th Drive, Arvada,
Colorado, in a building owned by Karen Bejarano, an officer and
director of the Company. The offices are provided without cost
to the Company. There are no present plans to move the office of
the Company.
There are approximately 127 record holders of the Common
Stock of the Company, as of the date of this Report on Form 10-
KSB/A. See Item 5(b), below.
The securities laws, rules and/or regulations of numerous
states prohibit or limit both the initial sale of securities of
blank check or shell companies to investors in such states, as
well as the resale of such securities by any person or brokerage
firm to investors in such states. The Company has an obligation
not to violate such laws with respect to sales of its securities
effected by the Company through its officers and directors. The
Company does not presently intend to conduct any offering, public
or private, of its securities. If the Company or its affiliates
were to conduct sales of the Company's securities (for the
Company or for their own accounts) in states wherein such
activities were prohibited, the Company and such affiliates could
be subjected to injunctive proceedings initiated by state
securities administrators in state courts and to fines or
penalties for violations of law. In addition, the purchasers of
such securities could initiate proceedings for rescission of
their investments. The initiation of any of these proceedings
would be costly for the Company to defend, and the imposition of
fines or penalties and/or the adjudication of civil liability for
illegal sales of securities would impair the Company's ability to
continue in business.
If a brokerage firm initiates market making and other
activities with respect to the Company's securities, the
compliance officers of such brokerage firm must supervise the
brokerage firm personnel to prevent sales to residents of states
where such transactions are illegal.
Numerous states (including the following states) do not
allow resale of securities of shell or blank check companies;
certain of the states do not allow resale of companies which are
not listed on the principal stock exchanges or NASDAQ, other
states require companies to meet minimum operating revenues or
net worth tests, and other states prohibit resales of securities
of blank check or shell companies. In any of these
jurisdictions, the result is the same for a company such as
Hallmark Properties, Inc., i.e., no trading could commence in
such states until an acquisition is consummated, and until such
time, shareholders in the restrictive states may not be able to
resell their shares. Those states which do not allow such
resales include: Arkansas, Connecticut, Massachusetts,
California, Delaware, Idaho, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, Oklahoma, Pennsylvania,
Tennessee, Texas and Utah. The foregoing list could be expanded
in the future.
Because the Company conducted its original initial public
offering before rule 419 was enacted by the Commission, and
before laws and regulations similar to rule 419 were enacted by
many states, none of the shareholders of the Company are subject
to any "lock up" letter agreement. Such lock up agreements are
often entered into by blank check companies in connection with
their
9
<PAGE>
initial public offerings of securities, by which agreements
the founders and other holders of restricted securities of blank
check companies agreed not to sell their respective shares until
a merger or acquisition had been consummated.
During the fiscal year ended March 31, 1997, the Company
issued a total of 40 million shares of restricted Common Stock to
2 persons (Louis Porter and James Porter). The issuances in 1996
to Louis Porter and James Porter were made by the Company in
reliance upon Section 4(2) of the 1933 Act and Rule 501 of
Regulation D, because such persons were officers or directors of
the Company at that time and therefore were deemed to be
"accredited investors." No underwriter was involved in these
transactions.
With respect to possible computer malfunctions at the turn
of the millennium on December 31, 1999, the Company uses personal
computers ("PCS") which incorporate software which does not
permit programming errors regarding the year 2000. As part of
its future evaluation of any acquisition candidate, the Company
will assess the ability of the computer systems of such candidate
to transition to year 2000 without malfunction. It is possible
that a candidate would be rejected if its systems do not
adequately address possible year 2000 malfunction issues, and
such candidate evidences reluctance to revise its operating
systems to avoid such malfunctions.
Item 2. Description of Property
The Registrant's current offices are located at 7810 W.
70th Drive, Arvada, Colorado 80004. These facilities are
provided free for the Registrant. See above.
Item. 3 Legal Proceedings
The Company is not a party to any legal proceedings and no
such proceedings are known to be contemplated.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Common Equity and Related Stockholder
Matters
(a) Market Information.
The Company's Common Stock is not eligible for listing on
the NASDAQ system, and trading, if any, has been limited to the
over-the-counter market. The Common Stock has been quoted from
time to time in the "Pink Sheets" maintained by the National
Quotation Bureau, Inc., however, the Common Stock has not been so
quoted for the last three fiscal years.
10
<PAGE>
(b) Holders.
(b)(1) The approximate number of record holders of the
Company's Common Stock, no par value, as of March 31, 1998 was
127. This figure does not reflect an indeterminable number of
shareholders whose shares are held in "street name."
(c) Dividends.
The Company has not paid a dividend with respect to its
Common Stock and is not expected to pay a dividend on its Common
Stock in the foreseeable future.
The Company's ability to pay dividends is restricted by
provisions of the Colorado Business Corporation Act which
provides that a Colorado corporation may only pay dividends if,
after giving effect to the dividend, the corporation would be
able to pay its debts as they become due in the usual course of
business, or the corporation's total assets would be less than
its total liabilities plus the amount that would be needed, if
the corporation were to be dissolved at the time the dividend, to
satisfy the preferential rights upon dissolution of shareholders
whose preferential rights are superior to those receiving the
dividend.
Item 6. Management's Discussion and Analysis or Plan of
Operation
Results of Operations
Years Ended March 31, 1996 and 1997.
The Company raised $300,100 in April 1987 in consideration
for the issuance of 15,000,000 shares of the Company's Common
Stock in a public offering. The Company was essentially inactive
from 1990 until the 1996 fiscal year. The Company spent all of
its public offering cash in unsuccessful merger transactions
prior to fiscal 1997.
In the course of the audit of financial statements for prior
years, the Company determined that significant reductions in the
number of outstanding shares of Common Stock, and other changes
to prior entries in the books and records of the Company, were
needed. Included in the changes were a reduction in the total
number of outstanding shares of Common Stock. The amount of such
reduction was 43,281,637 shares, as a result of the following
adjustments:
First, 11,281,637 shares of Common Stock issued in 1992 in
connection with the proposed merger transaction between the
Company, and Tierra Environmental, Inc. and Dichlor Chemical
Co., were canceled and retired to authorized unissued share
capital of the Company, because the merger was abandoned and
never consummated.
11
<PAGE>
Second, 2,000,000 of the shares resulting out of a 1 for 15
reverse split of the outstanding shares of Common Stock (the
2,000,000 shares were issued in the name of "DMA I") in December
1997 were canceled and retired to authorized unissued share
capital of the Company. These 2,000,000 shares had originally
been issued in connection with the Tierra - Dichlor transaction
subsequently abandoned, and the subject shares had been shown in
the stock transfer books and on the books of the Company as being
held in "DMA Treasury."
Third, 30,000,000 shares of Common Stock issued in
connection with the 1986 proposed merger transaction with
Tunnelvision, Inc. and its division Viewpoint Video, which
shares were returned to the Company because the transaction was
abandoned, were canceled and retired to the status of authorized
unissued share capital of the Company.
Reference is made to the financial statements and notes
thereto included with this Form 10-KSB/A report.
Liquidity and Capital Resources
The Company had been without adequate funds to conduct any
actual business from 1990 through the date of this Report. The
Company settled its outstanding debt ($24,386.81) with proceeds
of sale of restricted shares of Common Stock in fiscal 1997. The
debt consisted of legal and accounting fees, and transfer agent
fees. See Item 12. The Company presently has no cash or other
liquid assets.
Plan of Operations
In August 1996, the Company sold 40,000,000 shares of
restricted Common Stock to two individuals for $24,386.81 cash,
which the Company used to pay debts the Company had incurred. In
connection with the change in control of the Company resulting
from the issuance of such 40,000,000 shares of its Common Stock,
the Company subsequently changed its name to Hallmark Properties,
Inc. No brokers were involved in this transaction and no
commission or discounts were paid. The Company relied on the
4(2) exemption from registration to sell these restricted
securities.
The Company will continue reviewing opportunities to merger
with or acquire other companies. The Company may need a
substantial amount of capital from third parties to close any
merger or acquisition transaction, however there can be no
assurance that the Company will be able to raise such needed
funds.
Item 7. Financial Statements
The following financial statements are filed as a part of
this Form 10-KSB immediately following the signature page:
Report of Independent Certified Public
Accountants..........................................F-1
12
<PAGE>
Balance Sheet - March 31, 1996 and 1997................F-2
Statement of Operations - For the Years
Ended March 31, 1996 and 1997 and
Cumulative Amounts from Inception of
the Development Stage (August 11, 1986)
through March 31, 1997...............................F-3
Statement of Stockholders' Equity (Deficit) -
For the Period from Inception of the Development
Stage (August 11, 1986) through March 31, 1997...... F-4-6
Statements of Cash Flows - For the Years
Ended March 31, 1996 and 1997 and
Cumulative Amounts from Inception of
the Development State (August 11, 1986)
through March 31, 1997...............................F-7
Notes to Financial Statements - For the
Years Ended March 31, 1996 and 1997..................F-8-9
Item 8. Changes in and Disagreements with Accountants on
Accounting
and Financial Disclosure
Subsequent to fiscal year end March 31, 1997, the Company
filed a report on Form 8-K in December 1997 reporting the change
(as of October 16, 1997) of independent public accountants. The
Company dismissed J. Karean Henderson ("Henderson") as its
principal independent public accountant. Henderson had been
engaged in 1997 to audit the Company's financial statements for
the two fiscal years which ended on March 31, 1997. During the
period when Henderson was engaged, there were no disagreements
with Henderson on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or
procedure which if not resolved to the satisfaction of Henderson
would have caused Henderson to make reference to any such matter
in her reports, nor were there any other reportable events.
Henderson's reports on the financial statements of the
registrant for the two fiscal years ended March 31, 1997 did not
contain an adverse opinion or a disclaimer of opinion nor were
they qualified or modified as to uncertainty, audit scope or
accounting principles.
The decision to change the Company's principal independent
public accountants was approved by its Board of directors.
As of December 8, 1997 the Board of Directors appointed a
new firm of independent public accountants to audit the financial
statements of the Company. The new firm is Tannenbaum & Company,
P.C., 1873 south Bellaire, Suite 908, Denver, Colorado 80222.
The new firm has audited
13
<PAGE>
the financial statements of the Company for the two fiscal years
ended March 31, 1997. This Form 10-KSB/A report includes the
financial statements and audit reports thereon for such years.
The Company has not consulted with Tannenbaum & Company,
P.C. regarding either the application of accounting principles to
a specified transaction or the type of audit opinion that might
be rendered.
A letter from Henderson addressed to the Securities and
Exchange Commission, which letter concurs with the statements
made by the Company concerning Henderson in its Form 8-K report
was filed as an exhibit with the Form 8-K report, and is
incorporated into this Form 10-KSB/A by reference.
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons:
Compliance With Section 16(a) of the Exchange Act
(a) Identification of Directors and Executive Officers.
The directors of the Company are elected to hold office
until the next meeting of shareholders and until their respective
successors have been elected and qualified. Officers of the
Company are elected by the Board of Directors and hold office
until their successors are elected and qualified.
Name Age Position
Miles D. Wynn 44 Director, President and
Treasurer
Karen J. Bejarano 51 Director and Secretary
Miles D. Wynn, President, Treasurer and a Director, has
served as the President and as a Director of the Registrant since
April 9, 1998. Mr. Wynn has been a licensed commercial realtor
in Denver, Colorado since 1982.
Karen J. Bejarano, Secretary and a Director, has been
Secretary and a Director of the Company since April 9, 1998. For
the past 10 years, she has been employed by a family real estate
construction company in Arvada, Colorado.
(b) Significant Employees.
The Company has no significant employees at the present
time.
(c) Family Relationships.
Karen J. Bejarano is a sister of Miles D. Wynn.
14
<PAGE>
(d) Involvement in Certain Legal Proceedings.
During the past five years, no director, executive officer,
promoter or control person of the Company has:
(1) Had any bankruptcy petition filed by or against any
business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years
prior to that date;
(2) Been convicted in a criminal proceeding or been subject
to a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3) Been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently r temporarily enjoining,
barring, suspending or likewise limiting his involvement in any
type of business, securities or banking activities; or
(4) Been found by a court of competent jurisdiction (in a
civil action), the Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or
commodities law, where the judgment has not been reversed,
suspended, or vacated.
(e) Compliance with Sections 16(a) of the Exchange Act.
Not applicable.
Item 10. Executive Compensation
Cash Compensation.
During the past three fiscal years, no officer of the
Company received any cash compensation. Neither James L. Porter,
the Company's former president and chief executive officer, nor
Louis Porter, the Company's former, vice-president received any
stock options employee benefits, or other form of direct or
indirect remuneration from the Company during the 1995, 1996 and
1997 fiscal years. Messrs. Porter resigned as officers and
directors on April 9, 1998. Mr. Wynn is not paid for his
services to the Company. He is currently devoting such time as
is necessary to the affairs of the Company.
Compensation Under Plans.
Stock Options and Bonus Plans. No stock options or bonuses
have been granted under any stock option or bonus plan.
15
<PAGE>
Other Compensation.
No other compensation was paid or distributed to any officer
or director of the Company for services rendered as such, during
the last three fiscal years.
Compensation of Directors.
The Company does not pay its directors for their services in
that capacity; however, officers and directors will receive
reimbursement for out-of-pocket expenses incurred by them in
connection with the business of the Company, and would be paid
therefor when the Company had any money. Currently, the Company
does not pay any directors fees for attendance at board meetings.
Termination of Employment and Change of Control.
The Company has no compensation plan or arrangement with
respect to any executive officer in connection with the
resignation, retirement or other termination of such individual's
employment with the Company. The Company has no plan or
arrangement with respect to any persons which will result in a
change in control of the Company or a change in the individual's
responsibilities following a change in control.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
(a)(b) Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth information as of the date of
filing of this Report as to the beneficial ownership of shares of
the Company's Common Stock, by each person who, to the knowledge
of the Company at that date, was a beneficial owner of 5% or more
of the outstanding shares of Common Stock, by each person who is
an officer and/or director of the Company and by all officers and
directors of the Company as a group. The table does not include
information regarding shares of Common Stock held in names of
certain depositories/clearing agencies as nominee for various
brokers and individuals. No such broker or individual is
believed to hold more than 5% of the Company's Common Stock.
16
<PAGE>
Amount and
Name and Address Nature of Percent
Title of of Beneficial Beneficial of
Class Owner Ownership Class
-------- --------------- ------------- ------
Common Karen J. Bejarano* -0- -0-
Stock 7810 W. 70th Drive
Arvada, CO 80004
Common Esther Entertainment, Inc. 21,500,000 51%
Stock 4415 Cahita Court
Denver, CO 80216
Common Miles D. Wynn* 29,000,000(1) 69%
Stock 4415 Cahita Court
Denver, CO 80216
Common Robert Chester 6,000,000 14%
Stock 1507 Macley Court
Kelowna, BC, Canada V1Y 9L6
Common Officers and directors 29,000,000 69%
Stock as a group (two persons)
*Officers and directors.
(1) Includes 7,500,000 shares owned directly, and 21,500,000
shares owned by Esther Entertainment, Inc., a private corporation
controlled by Mr. Wynn.
(c) Changes in Control.
Management is not aware of any arrangements which may result
in a change of control of the Company.
Item 12. Certain Relationships and Related Transactions
(a)(b)(c) Transactions with Management and Others.
In fiscal 1997, James L. Porter and Louis Porter, directors
and officers of the Company who resigned in April, 1998,
invested $24,387 cash in the Company, for which the Company
issued 20,000,000 restricted shares of Common Stock to James L.
Porter and an additional 20,000,000 restricted shares of Common
Stock to Louis Porter. The Company used the capital to pay third
party accounts payable, legal and accounting bills, and transfer
agent fees.
17
<PAGE>
(d) Transactions with Promoters.
Not applicable.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits required to be filed are listed below and,
except where incorporated by reference, immediately follow the
Financial Statements.
Number Description
3.1 Articles of Incorporation, as amended,
incorporated by reference from the Annual Report
on Form 10-KSB for the five fiscal years ended
March 31, 1991.
3.2 Bylaws, incorporated by reference form the Annual
Report on Form 10-KSB for the five fiscal years
ended March 31, 1991.
3.3 Articles of Amendment to the Articles of
Incorporation, incorporated by reference from the
Form 8-K dated August 19, 1996 filed August 21,
1996.
(b) During the last quarter of the period covered by this
report the Company filed no reports on Form 8-K.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED
PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY REGISTRANTS
WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF
THE EXCHANGE ACT:
The Registrant has not sent to its security holders any
annual report or proxy material during the last fiscal year. If
such report of proxy material is furnished to security holders
subsequent to the filing of this Form 10-KSB/A, the Registrant
shall furnish copies of such material to the Commission when it
is sent to security holders.
18
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this 10-KSB/A (Third
Amendment) report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated: June 3, 1998
HALLMARK PROPERTIES, INC.
By /s/ Miles D. Wynn
---------------------------
Miles D. Wynn, President
In accordance with the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of
the Registrant and in the capacities and on the date indicated.
Dated: June 3, 1998 By /s/ Miles D. Wynn
-----------------------------
Miles D. Wynn, President,
Principle Executive Officer,
Principle Accounting Officer,
Principle Financial Officer,
and Director
Dated June 3, 1998 By /s/ Karen Bejarano
-----------------------------
Karen Bejarano,
Secretary and Director
19
<PAGE>
January 23, 1998
The Board of Directors
Hallmark Properties, Inc.
2761 East Skelly Drive
Tulsa, Oklahoma 74105
We have audited the Balance Sheet of Hallmark Properties, Inc.
(formerly Tierra Environmental Corporation), (a development stage
company) as of March 31, 1996 and 1997, and the related Statement
of Operations, Stockholders' Equity and Cash Flows for the years
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 upon 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 Hallmark Properties, Inc. as of March 31, 1996 and 1997, and
the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting
principles.
TANNENBAUM & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
-F1-
<PAGE>
<TABLE>
<CAPTION>
Hallmark Properties, Inc.
(A Development Stage Company)
Balance Sheet
(In Thousands, Except Per Share Data)
March 31, 1996 and 1997
1996 1997
---- ----
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ - $ -
Accounts receivable - -
Inventory - -
Short term notes receivable - -
------- ------
Total current assets - -
------- ------
Other assets
Real estate
Other - -
------- ------
Total other assets - -
------- ------
- -
======= ======
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities
Accounts payable 24 -
Notes payable - -
------- ------
Total current liabilities 24 -
------- ------
Stockholder's Equity
Common stock, no par value, 400,000,000
shares authorized, issued and outstanding
3,393,333 and 43,393,333 at March 31,
1996 and 1997 respectively 272 296
Deficit accumulated during the
development stage. ( 296) ( 296)
------- ------
Total Stockholder's Equity $( 24) $ -
======= ======
$ - $ -
======= ======
See accompanying notes
</TABLE>
- F2 -
<PAGE>
<TABLE>
<CAPTION>
Hallmark Properties, Inc.
(A Development Stage Company)
Statement of Operations
(In Thousands, except per share data)
Years Ended March 31, 1996 and 1997
Cumulative
amount from
1996 1997 inception
---- ---- ---------
<S> <C> <C> <C>
Income from operations $ - $ 7 $ 7
Cost of sales - - -
------- ------- -------
Gross profit - 7 7
------- ------- -------
Expenses
Organizational costs
SEC (State and Federal) - - 1
Bank charges - - -
Dues, fees, postage,
printing and telephone - 1 1
Legal, professional and
consulting - 2 10
Merger expense - - 261
Miscellaneous - 3 4
Rent expense - - 6
Salaries - - 19
Taxes - 1 -
Travel and entertainment - - 1
------- ------- -------
Total expenses - 7 303
------- ------- -------
Net income before income taxes - - ( 296)
------- ------- -------
Income taxes - - -
------- ------- -------
Net income - - ( 296)
Retained Earnings
(Accumulated deficit),
beginning of the year ( 296) ( 296) -
------- ------- -------
(Accumulated deficit),
end of the year $( 296) $( 296) $( 296)
======= ======= =======
Per share earnings during
reporting period $ - $ - $ -
------- ------- -------
Weighted average number
of shares 3,393,333 18,845,378 32,710,844
See accompanying notes
</TABLE>
- F3 -
<PAGE>
<TABLE>
<CAPTION>
Hallmark Properties, Inc.
(A Development Stage Company)
Statement of Stockholder's Equity
(In Thousands, Except Per Share Data)
Years Ended March 31, 1996 and 1997
Common Stock Total Stock
Number of Accumulated Stock Sub- Holders
Shares Amount Deficit scriptions Equity
------------ -------- ------------ ---------- -----------
<C> <C> <C> <C> <C> <C>
Balance August 11, 1986 - $ - $ - $ - $ -
Issuance of stock
for cash, August 12, 1986
($0.0001 per share 33,500,000 3 - - 3
Issuance of stock
for cash, August 27, 1986
($0.005 per share 2,200,000 11 - - 11
Issuance of stock
for cash, August 27, 1986
($0.005 per share 200,000 1 - - 1
Stock subscriptions
received - - 20 20
Loss for period ended
March 31, 1987 - - ( 4) - ( 4)
---------- ------- ------- ------- ------
Balance
March 31, 1987 35,900,000 15 ( 4) 20 31
Issuance of stock
for cash, April 1987
($.02) per share 15,000,000 $ 257 $ - $ ( 20) $ 237
See accompanying notes
</TABLE>
- F4 -
<PAGE>
<TABLE>
<CAPTION>
Hallmark Properties, Inc.
(A Development Stage Company)
Statement of Stockholder's Equity
(In Thousands, Except Per Share Data)
Years Ended March 31, 1996 and 1997
Common Stock Total Stock
Number of Accumulated Stock Sub- Holders
Shares Amount Deficit scriptions Equity
---------- ------- ------------ ---------- -----------
<C> <C> <C> <C> <C> <C>
Loss for period ended
March 31, 1988 - - ( 268) - ( 268)
---------- ------- ------- ------- ------
Balance
March 31, 1988 50,900,000 272 ( 272) - -
Loss for through
period ended
March 31, 1989 - - - - -
---------- ------- ------- ------- ------
Balance
March 31, 1989 50,900,000 272 ( 272) - -
---------- ------- ------- ------- ------
Loss for through
period ended
March 31, 1990 - - - - -
---------- ------- ------- ------- ------
Balance
March 31, 1990 50,900,000 272 ( 272) - -
---------- ------- ------- ------- ------
Loss for through
period ended
March 31, 1991 - - - - -
---------- ------- ------- ------- ------
Balance
March 31, 1991 50,900,000 272 ( 272) - -
---------- ------- ------- ------- ------
Loss for through
period ended
March 31, 1992 - - ( 24) - ( 24)
---------- ------- ------- ------- ------
Balance
March 31, 1992 50,900,000 272 ( 296) - ( 24)
---------- ------- ------- ------- ------
See accompanying notes.
</TABLE>
-F5-
<PAGE>
<TABLE>
<CAPTION>
Hallmark Properties, Inc.
(A Development Stage Company)
Statement of Stockholder's Equity
(In Thousands, Except Per Share Data)
Years Ended March 31, 1996 and 1997
Common Stock Total Stock
Number of Accumulated Stock Sub- Holders
Shares Amount Deficit scriptions Equity
------------ ------ ----------- ---------- -----------
<S> <C> <C> <C> <C>
Reverse stock
split (15:1),
November 10, 1992
($.00 per share) (47,506,667) - - - -
Loss for through
period ended
March 31, 1993 - - - - -
Balance
March 31, 1993 3,393,333 272 ( 296) - ( 24)
---------- ------- ------- ------- ------
Loss for through
period ended
March 31, 1994 - - - - -
Balance
March 31, 1994 3,393,333 272 ( 296) - ( 24)
---------- ------- ------- ------- ------
Loss for through
period ended
March 31, 1995 - - - - -
Balance
March 31, 1995 3,393,333 272 ( 296) - ( 24)
---------- ------- ------- ------- ------
Loss for through
period ended
March 31, 1996 - - - - -
Balance
March 31, 1996 3,393,333 272 ( 296) - ( 24)
---------- ------- ------- ------- ------
Issuance of stock
for cash, August 19, 1996
($.0006) per share 40,000,000 24 - - 24
Balance
March 31, 1997 43,393,333 296 ( 296) - -
---------- ------- ------- ------- ------
See accompanying notes
</TABLE>
-F6-
<PAGE>
<TABLE>
<CAPTION>
Hallmark Properties, Inc.
(A Development Stage Company)
Statement of Cash Flows
(In Thousands, except per share data)
Years Ended March 31, 1996 and 1997
Cumulative
amount from
1996 1997 inception
---- ---- ---------
<S> <C> <C> <C>
Cash flows from operating activities
Net Loss $ - $ - $( 272)
Adjustments to reconcile Net
Loss to Net Cash used in
operating activities
Increase (decrease) in
accounts payable - ( 24) ( 24)
Net cash used in operations - ( 24) ( 296)
------- ------- -------
Cash used in investing activities - - -
------- ------- -------
Cash flows from financing activities
Proceeds from sale of common
Stock - 24 296
------- ------- -------
Cash balance at beginning of year - - -
------- ------- -------
Cash balance at end of year $ - $ - $ -
======= ======= =======
See accompanying notes
</TABLE>
- F7 -
<PAGE>
Hallmark Properties, Inc.
Notes to Financial Statements
March 31, 1997
1. Summary of significant accounting policies
------------------------------------------
Organization
Hallmark Properties, Inc. ("Hallmark" or the "Company"
formerly Tierra Environmental Corporation) was organized
under the laws of the State of Colorado on August 11, 1986,
for the purpose of evaluating and seeking merger candidates.
The Company is currently considered to be in the development
stage as more fully defined in the Financial Accounting
Standards Board Statement No. 7. The Company has engaged in
limited activities, but has not generated significant
revenues to date. The Company is currently seeking business
opportunities.
Accounting methods
The Company records income and expenses on the accrual
method.
Fiscal year
The Company has selected March 31 as its fiscal year.
Deferred offering cost
Costs associated with any public offering were charged to
proceeds of the offering.
Loss per share
All stock outstanding prior to the public offering had been
issued at prices substantially less than that which was paid
for the stock in the public offering (Note 3). Accordingly,
for the purpose of the loss per share calculation, shares
outstanding at the end of the period were considered to be
outstanding during the entire period.
2. Income taxes
------------
Since its inception, the Company has incurred a net
operating loss. Accordingly, no provision has been made for
income taxes.
The Company has a net operating loss of approximately
$296,000, of which $272,000 expires in 2003 and $24,000
expires in 2007.
-F8-
<PAGE>
Related Party Transactions
--------------------------
On August 19, 1996 the Company entered into an agreement
with James Porter and Louis Porter whereby the Porters paid
$24,817 to the Company and the Company issued 40,000,000 of
its common stock to the Porters (20,000,000 to each). The
Company used the cash to settle outstanding liabilities
(approximately $24,000 at March 31, 1996 and $0 at March 31,
1997).
3. Public Offering
---------------
The Company sold to the public 15,000,000 units at a public
purchase price of $0.02 per unit. Each unit consists of one
share of the Company's no par value common stock and common
stock purchase warrant. The warrants entitle the holder to
purchase one share of common stock in the Company at a
purchase price of $0.10 per share and are exercisable for a
two-year period commencing January 6, 1987. Upon notice to
the warrantholders, the Company may redeem the warrants at a
price of $0.0001 per warrant. At March 31, 1987,
subscriptions for 980,050 units had been received. At April
28, 1987, the Company had received subscriptions for the
remaining 14,091,950 units and the stock was issued.
-F9-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS TAKEN FROM THE HALLMARK PROPERTIES, INC.
FORM 10-KSB/A FOR THE YEAR ENDED MARCH 31, 1997 AND IS LIMITED IN ITS
ENTIRETY BY REFERENCE THERETO.
</LEGEND>
<CIK> 0000802203
<NAME> HALLMARK PROPERTIES, INC.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-1-1996
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 24,000
<BONDS> 0
0
0
<COMMON> 296,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 7,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 7,000
<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-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
