U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[ X ] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended: April 30, 1998
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
Commission File Number: 33-14576-D
ARENA GROUP, INC.
(Exact name of small business Registrant as specified in its charter)
Nevada 87-0453842
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Clancy Lane South
Rancho Mirage, California 92270
(Address of principal executive offices)
(760) 346-5961
(Registrant's telephone number)
Check whether the Registrant: (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.
[Item - 1] Yes [ X ] No [ ]; [Item - 2] Yes [ X ] No [ ]
APPLICABLE ONLY TO CORPORATIONS
State the number of shares outstanding of each of the Registrant's classes of
common equity as of the latest practical date: As of June 10, 1998, the
Registrant had outstanding 1,394,225 shares of its $0.001 par value common
stock, which is the only class of common equity that the Registrant had issued
and outstanding.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [ X ]
OMISSION OF INFORMATION BY CERTAIN WHOLLY-OWNED SUBSIDIARIES
During the period covered by this Report, the Registrant incorporated a
wholly-owned subsidiary under the laws of the state of Nevada. No activity has
occurred in this subsidiary and the Registrant has not funded nor utilized this
subsidiary in any form or fashion. Other than is provided hereby, no other
specific reference is made to this subsidiary in this Form 10-QSB Report.
Page 1 of 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements (of a development stage enterprise).
The following financial statements constitute interim financial statements which
are unaudited as of April 30, 1998 and represent the financial position and the
results of operations of the Registrant for the nine months and the most recent
fiscal quarter then ended. The interim financial statements are prepared in
accordance with generally accepted accounting principals, meet the disclosure
requirements of a development stage enterprise and present unaudited amounts for
the comparable periods of the preceding fiscal year.
The interim financial statements included herein, contain all adjustments which
in the opinion of management are necessary in order to make the financial
statements not misleading. Furthermore, the interim financial statements have
been prepared by the Registrant pursuant to the rules and regulations of the
Securities and Exchange Commission which allow certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles to be condensed or omitted.
The reader should refer to the footnotes accompanying these interim financial
statements and to the audited financial statements of the Registrant and the
footnotes thereto, which are contained in the Registrant's Form 10-KSB Report
for the fiscal year ended July 31, 1997.
Page 2 of 12
<PAGE>
ARENA GROUP, INC.
(a development stage company)
Unaudited Balance Sheet
April 30, 1998
ASSETS
Current Assets
Cash in Bank ..................................... $283,689
Stock Subscription Receivable..................... 74,250
--------
Total Current Assets.................................... 357,939
Office Equipment (Net).................................. 1,240
--------
TOTAL ASSETS ........................................... $359,179
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable ................................. $ 2,018
--------
Stockholders' Equity:
Common Stock, $.001 par value, 50,000,000
shares authorized, 1,394,225 shares
issued and outstanding ..................... 1,394
Capital in excess of par value ................... 373,155
Deficit accumulated during the development
stage ...................................... (17,388)
--------
TOTAL STOCKHOLDERS' EQUITY ............................. 357,161
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............. $359,179
========
The accompanying notes are an integral part of these financial statements.
Page 3 of 12
<PAGE>
<TABLE>
<CAPTION>
ARENA GROUP, INC.
(a development stage company)
Statements of Operation
[unaudited]
From the
commencement of
a development
The Three Month The Nine Month The Three Month The Nine Month stage company
Period Ended Period Ended Period Ended Period Ended through
April 30, 1998 April 30, 1998 April 30, 1997 April 30, 1997 April 30, 1998
--------------- ------------- --------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Revenue ................................... $ - $ - $ - $ - $ -
--------- ---------- ----------- ----------- ------------
Expenses:
Payments to officer................ 4,500 4,500 - - 4,500
Overhead & office related costs.... 606 2,326 - - 2,364
Travel, lodging, meals & other..... 2,600 3,530 - - 3,530
Costs related to a public company.. - 1,477 - - 1,951
Legal & auditor fees............... - 4,000 - - 4,000
Registrations, fees, dues.......... 465 465 - - 1,043
--------- ---------- ----------- ----------- ------------
Total Expenses ............................ 8,171 16,298 - - 17,388
--------- ---------- ----------- ----------- ------------
NET OPERATING LOSS ........................ $ (8,171) $ (16,298) $ - $ - $ (17,388)
========= ========== =========== =========== ============
LOSS PER SHARE ............................ $ (0.01) $ (0.02) $ - $ - $ (0.02)
========= ========== =========== =========== ============
SHARES USED TO COMPUTE LOSS
PER SHARE ......................... 994,225 994,255 779,940 779,940 994,225
========= ========== =========== =========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 4 of 12
<PAGE>
<TABLE>
<CAPTION>
ARENA GROUP, INC.
(a development stage company)
Statement of Stockholders' Equity
[unaudited]
Deficit
Capital Accumulated
Common Stock in Excess During the Total
-------------------------- of Development Stockholders'
Shares Amount Par Value Stage Equity
------------ ------------ --------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
At commencement of the
Development Stage,
July 31, 1996............. 779,940 $ 780 $ (1,030) $ - $ (250)
--------- ------ -------- -------- --------
Common Stock issued to
affiliates for $.07 cash,
per share, July, 1997..... 214,285 214 14,786 - 15,000
Net Loss for the
year ended
July 31, 1997............. - - - (1,090) (1,090)
--------- ------ -------- -------- --------
BALANCE, July 31, 1997........ 994,225 $ 994 $ 13,756 $ (1,090) $ 13,660
--------- ------ -------- -------- --------
Common Stock issued to an
affiliate for $.90 cash,
per share, April 30, 1998. 400,000 400 359,399 - 359,799
Net Loss for the nine month
period ended,
April 30, 1998............ - - - (16,298) (16,298)
--------- ------ -------- -------- --------
BALANCE, April 30, 1998....... 1,394,225 $1,394 $373,155 $(17,388) $357,161
========= ====== ======== ======== ========
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 5 of 12
<PAGE>
<TABLE>
<CAPTION>
ARENA GROUP, INC.
(a development stage company)
Statements of Cash Flow
[unaudited]
From the
commencement of
a development
For the Nine For the Nine stage company
Months Ended Months Ended through
April 30, 1998 April 30, 1997 April 30, 1998
-------------- -------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss from operations ........... $ (16,298) $ - $ (17,388)
Adjustments to Current Accounts:
Increase in stock subscriptions
receivable ................. (74,250) - (74,250)
Increase in accounts payable .. 1,340 - 1,768
--------- -------- ---------
Net Cash Used For Operating Activities ..... (89,208) - (89,870)
--------- -------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from the sale of
common stock (net) ............ 359,799 - 374,799
--------- -------- ---------
Net Cash Provided From Financing Activities. 359,799 - 374,799
--------- -------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Increase in office equipment ...... (1,240) - (1,240)
--------- -------- ---------
Net Cash Used For Investing Activities .... (1,240) - (1,240)
--------- -------- ---------
NET INCREASE IN CASH ....................... 269,351 - 357,661
Cash at Beginning of Period ................ 14,338 - -
--------- -------- ---------
CASH AT END OF PERIOD ...................... $ 283,689 $ - $ 283,689
========= ======== =========
The accompanying notes are an integral part of these financial statements.
</TABLE>
Page 6 of 12
<PAGE>
ARENA GROUP, INC.
(a development stage enterprise)
Notes to Unaudited Financial Statements
NOTE 1 - ACCOUNTING POLICIES AND OTHER DISCLOSURES
The condensed unaudited financial statements included in this Form 10-QSB Report
have been prepared by the Registrant in accordance with generally accepted
accounting principles and pursuant to the rules and regulations of the
Securities and Exchange Commission. These financial statements have been
provided to give the reader information with respect to the interim three and
nine month periods ending April 30, 1998 and 1997. The operations conducted by
the Registrant are being undertaken as a development stage enterprise seeking to
enter into a reorganization with a business venture or a business entity, which
has profitable operations or to the best of managements' assessment, the
potential to operate in a successful manner. In seeking to acquire such an
entity or business venture, the Registrant intends to issue shares of its common
stock as consideration for the assets thus acquired. The Registrant's ability to
succeed in its endeavor is contingent upon finding an entity which is willing to
enter into this type of a reorganization.
The Registrant was incorporated under the laws of the state of Nevada on March
6, 1987 with the name of Coronado Ventures, Inc. In October of 1988, the
Registrant's current officers and directors acquired a combined 60% of the
Registrant's then issued and outstanding common stock for cash consideration. On
November 13, 1989, a registration statement filed by the Registrant with the U.
S. Securities and Exchange Commission was declared "effective" and capital was
raised through the sale of the Registrant's common stock. Additional information
regarding the Registrant's activities from the date of its inception can be
obtained from the Registrant's Form 10-KSB Report for the year ended July 31,
1997.
The accounting policies followed by the Registrant and other pertinent financial
statement disclosures are contained in the footnotes accompanying the
Registrant's audited financial statements for its fiscal year ended July 31,
1997. Those financial statements and accompanying footnotes are contained in the
Registrant's Form 10-KSB Report which was filed with the U. S. Securities and
Exchange Commission on or about September 24, 1997.
NOTE 2 - CURRENT CAPITALIZATION OF THE REGISTRANT
On July 22, 1997, by a Written Consent Resolution of Shareholders representing a
majority of the shares eligible to vote, the Registrant's name was changed to
Arena Group, Inc. and a reverse split of its common stock was approved. The
herein presented financial statements reflect, in all respects, the Registrant's
common stock as adjusted for this reverse split, whereby one share of Arena
Group, Inc. was issued for seven of the Registrant's pre-split shares of common
stock.
As described in greater detail in the Registrant's Form 10-KSB Report, the
Registrant sold shares of its common stock for cash consideration to two of its
affiliates prior to its July 31, 1997 fiscal year end. During the quarter ending
April 30, 1998, the Registrant sold to one of those same affiliated parties, an
additional 400,000 shares of its common stock for cash consideration equal to
ninety cents ($0.90) per share. Less certain incidental costs of $201, total
proceeds amounted to three hundred and fifty-nine thousand seven hundred and
ninety-nine dollars ($359,799).
Page 7 of 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 2. PLAN OF OPERATION
The Registrant did not generate any revenue from operations since becoming a
development stage enterprise in approximately July of 1995. In compliance with
the instructions for Item 2 of Part I as contained in Regulation S-B, the
information which follows is presented in the form of a Plan of Operation.
The reader is hereby advised and is given notice that the Registrant's Plan
of Operation may contain statements regarding the Registrant's expectations as
to its future operations and the potential of making an acquisition of a
profitable business operation. Furthermore, the potential exists that the
Registrant may pursue, in conjunction with other industry partners, a program of
acquiring oil and gas properties suitable for production or development. Such
statements, as well as certain other statements made herein, constitute forward
looking information within the meaning of the Private Securities Litigation
Reform Act of 1995. Although the Registrant believes that its expectations are
based on reasonable assumptions within the bounds of its knowledge and
experience, the reader should be aware that no assurance is being given by the
Registrant that the actual results will not differ materially from the
expectations expressed herein.
In addition to the foregoing, there are matters which may affect the Registrant
to a greater degree than other corporations. Specifically, factors which the
reader should consider as being material to the Registrant and which could cause
expectations to differ significantly, are the following: 1) changes in federal
and/or state securities laws and natural resource related laws; 2) changes in
federal and/or state income tax laws relating to tax benefits provided to
participants in the oil and gas industry as well as benefits of tax deferred
reorganizations; 3) economic conditions and their associated impact on the oil
and gas industry as well as the equity security markets in general; 4) an
unexpected change in the presently comprised management of the Registrant,
resulting in new management not having the experience or knowledge of the oil
and gas industry or corporate reorganizations and 5) the Registrant's ability to
sufficiently capitalize itself for an undeterminable future period of time. This
time period could extend until revenue producing activities are being conducted
either through an joint oil and gas venture or through an acquisition of a
suitable operating entity.
Plan Of Operations - Capital Resources. During the third quarter of the prior
year, the Registrant was primarily focused on its internal affairs and
organization. In this regard, the Registrant was seeking to combine a qualified
management team which could commence the Registrant's search to acquire an
existing business or a business venture ("Target Corporation"). During the third
quarter of its current fiscal year, the Registrant became steadily more directed
toward seeking a Target Corporation to acquire. As an alternative, due to
management's substantial amount of past experience in the oil and gas industry,
a wholly-owned subsidiary was formed for the purpose of entering into
advantageous oil and gas opportunities, as such came along. In order for the
Registrant to be adequately capitalized to pursue either of the aforementioned
directions, the Registrant elected to seek funding through the limited private
sale of 400,000 shares of its common stock. The sale of all 400,000 shares would
equate to an approximate 40% increase in the issued and outstanding shares of
the Registrant and results in an increase in the number of common shares held by
a certain Mr. Robert Morley of Roseville, California. Mr. Morley, the purchaser
of all 400,000 shares, represents an ownership interest at the completion of the
sale of these shares, of 34.6% of the total issued and outstanding shares of the
Registrant. Mr. Morley has represented to the board of directors of the
Registrant that he has no desire to exercise any control over the Registrant. As
herein mentioned, Mr. Morley is a director of the Registrant's recently formed
wholly-owned subsidiary; however, this subsidiary has been inactive up to this
point in time. The activities in which the Registrant was engaged during the
third quarter ended April 30, 1997, when compared to the current third quarter,
constitute a significant difference in the emphasis of the Registrants
operations and therefore a comparison between the current and prior quarter does
not appear relevant to this discussion and may, in fact, be confusing to the
reader.
Page 8 of 12
<PAGE>
During the third quarter of the current year, Management has placed an even
greater emphasis on pursuing a Target Corporation engaged in profitable
operations and which seeks to become a public entity through a business
combination or other form of reorganization (other than an initial public
offering). Management has further taken the steps necessary to meet this
challenge by seeking the involvement of third parties, such as investment
bankers and/or other professionals who specialize in the type of reorganization
with a Target Corporation. The utilization of such third parties would, in all
probability, require the payment of a fee or other type of compensation. Such
would also be the case as it relates to utilizing a significantly greater amount
of Management's time than initially contemplated at the commencement of the
Registrant's current fiscal year.
As a result of the Registrant's pursuit of a Target Corporation, numerous
meetings have been held with management of a Target Corporation, as well as
traveling to locations away from the Registrant's corporate headquarters. All of
these functions were a primary purpose of meeting Management's goals and have
resulted in increased expenditures over the prior two quarters of the
Registrant's current fiscal year. As previously described, a meaningful
comparison with the prior year third quarter would be of no benefit to the
reader.
Management believes, though no assurance or other form of reliance can be given
at this time, that, prior to the end of its current fiscal year, substantial
progress should be achieved through the execution of a letter of intent with the
desired result of pursuing some form of a corporate reorganization with one of
the Target Corporations who have expressed an interest in such a restructuring.
Additionally, the Registrant believes that with the present low prices of crude
oil, commencing an oil and gas joint venture is largely dependent on finding an
appropriate property for development at prices favorable to the current value of
crude oil in the marketplace. The Registrant's intent with respect to the
commencement of activities related to existing oil and gas ventures, is
conditioned upon locating a preferable existing operation, which would be
undertaken in the Registrant's wholly owned subsidiary, which was recently
incorporated in the state of Nevada. Mr. Rochford and Mr. Nestripke, both
current directors of the Registrant are two of the three directors who will be
directing the Registrant's future endeavors in this area. Mr. Robert Morley, the
purchaser of the common stock sold by the Registrant as disclosed herein, has
been appointed as the third director. No other activities, except as described
herein and related to the corporation's formation, have taken place. To the
extent that the Registrant has additional operating capital available, such
capital could be utilized in the development of this subsidiary's intended
purpose.
Plan of Operations - Liquidity. With the proceeds from the limited private
sale of its common stock, the Registrant has sufficient financial means to
sustain its operations through the end of its current fiscal year ending July
31, 1998. Additionally, the Registrant's cash position should be sufficient to
fund its operations into the forthcoming fiscal year.
The Registrant believes that its cash position is adequate to allow entrance
into an oil and gas operation, given that it proceeds as a joint venture
participant and most likely at a level equivalent to a partial working interest
in one or more oil and gas leases. Based on the continued decline of oil prices,
the likelihood of achieving such an acquisition in conjunction with other
industry partners is questionable, but nevertheless very possible.
Year 2000 disclosure. The Registrant has in its previous Reports filed with
the Securities and Exchange Commission addressed the issue relative to its
assessment of the materiality of this matter to its business, operations or
financial condition. As previously stated, at the present time the Registrant
does not have any material problem relating to its business, operations and
relationship with customers, suppliers and other constituents due to the fact
that the Registrant is for all practical purposes, non-operational at the
present time. However, the Registrant has not assessed its Year 2000 issues, and
has not even determined whether it has any material Year 2000 issues, with
respect to a Target Corporation. This known uncertainty is hereby being
disclosed and to the extent that the Registrant does not have a Target
Corporation with which it has entered into any type of an agreement of
reorganization, a determination that a Year 2000 issue may exist and be
material, cannot be made.
Page 9 of 12
<PAGE>
PART - II OTHER INFORMATION
Item 1 - Legal Proceedings. Not Applicable.
Item 2(c) - Changes in Securities - Relative to all equity securities of the
Registrant sold by the Registrant during the quarter covered by this Report,
which were not registered under the Securities Act of 1933.
In response to this Item 2(c), the Registrant incorporates the following
information provided in Item 1 of Part I of this Form 10-QSB Report. The Balance
Sheet of the Registrant, indicating the cash received through the sale of its
common stock and the amount collected by the Registrant immediately after the
close of its third quarter ending April 30, 1998, is entitled "Subscription
Receivable". The Statement of Stockholders' Equity shows the effect of the sale
of the common stock in relationship to the total capitalization of the
Registrant. The Statement of Operations and the Statement of Cash Flows, reflect
the utilization of the cash received by the Registrant from the sale of its
common stock. The resultant effect of having an increase in the Registrant's
cash position is provided narratively in its "Plan of Operations" furnished
under Item 2 of Part I of this Report.
A total of 400,000 shares of restricted common stock were sold by the Registrant
during the month of April, 1998, at a cash price of ninety cents ($0.90) per
share. At the conclusion of the aforementioned sale, the Registrant terminated
the sale of any additional shares of its securities. This sale did not include
any working capital restrictions or any other limitations being placed upon the
payment of dividends, even though the probability of the Registrant making any
dividend payments are doubtful. The Registrant did not utilize the services of
any underwriter, having sold these shares to one individual who, as of the
Registrant's latest year end, owned 8.3% of the Registrant's total issued and
outstanding common stock. In making the offer and sale of its common stock, the
Registrant relied upon an exemption from registration as provided for in Section
4(2) of the Securities Act of 1933, inasmuch as the securities that were sold
constituted a private offering to a single individual, sometimes referred to as
an "Isolated Transaction", whom the Registrant determined to be an accredited
investor.
Item 3 - Defaults Upon Senior Securities. Not Applicable.
Item 4 - Submission of Matters to a Vote of Security Holders. Not Applicable.
Item 5 - Other Information. Not Applicable.
Page 10 of 12
<PAGE>
Item 6(a) - Index to Exhibits:
Location Exhibit Description of Exhibit
(E) 2 Order of the Court to dissolve subsidiary corporations
(B) 3(i).1 Initial Articles of Incorporation
(C) 3(i).2 Amended Articles of Incorporation dated January 5, 1990
(E) 3(i).3 Amended Articles of Incorporation dated August 5, 1997
(B) 3(ii).1 Initial By-Laws
(D) 3(ii).2 By-Laws dated July 2, 1991
(A) 11 Statement re: Computation of Per Share Loss
(E) 22.1 Form of the Written Shareholder Consent
(E) 22.2 Notice of Shareholder Action
(E) 22.3 Information Statement
(E) 22.4 Transmittal Form
(A) 11 Explanation to the computation of Loss per Share
(A) 27 Financial Data Schedule
Legend to location of Exhibits
(A) Located at the conclusion of this Report and in Exhibit number order.
(B) Incorporated by reference to a Registration Statement filed on Form S-18;
File Number 33-23314 in the Denver Regional Office of the SEC.
(C) Incorporated by reference to a Form 10-Q Report for the quarter ended
December 31, 1989.
(D) Incorporated by reference to a Form 10-K Report for the year ended June 30,
1991.
(E) Incorporated by reference to a Form 10-KSB Report for the year ended July
31, 1997.
Item 6(b) - Reports on Form 8-K - Not Applicable as to this Report.
Page 11 of 12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Arena Group, Inc.
/s/ Lloyd T. Rochford Dated: June 10, 1998
-------------------
Lloyd T. Rochford,
Chief Executive Officer
/s/ Denny W. Nestripke Dated: June 10, 1998
-------------------
Denny W. Nestripke,
Chief Financial Officer
Page 12 of 12
A table is presented below to assist the reader in understanding the
issuances of the Registrant's common stock and the computation of the loss per
share as it is being presented in the Statement of Operations.
<TABLE>
<CAPTION>
Shares Total Shares Total Months Financial Financial Financial
Transaction Issued Outstanding Outstanding Loss/Period Loss-Y/D Cumulative Loss
----------- ------ ------------ ------------ ----------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Shares outstanding
at time of commencement
of development stage
July 31, 1996 -
Registrant's year end....... 779,940 779,940 11 $ - $ - $ -
Common stock issued
at $0.07 cash per share to
affiliates of the Registrant
July, 1997 -
Registrant's year end....... 214,285 994,225 10 $( 1,090) $( 1,090) $( 1,090)
Common stock issued
at $0.90 cash per share to
an affiliate of the
Registrant
April 30, 1998 -
Registrant's 3rd Quarter end. 400,000 1,394,225 0 $( 8,150) $(16,278) $(17,368)
-------- -------- --------
Loss per share utilizing 994,225 shares of common stock $ (0.01) $ (0.02) $ (0.02)
======== ======== ========
</TABLE>
Registrant's recent issuance of 400,000 shares of common stock did not
occur until the end of the third quarter being reported upon by this Report.
Reference is made to Registrant's audited financial statements for the year
ended July 31, 1997, where in its footnotes is stated that "using the number of
common shares outstanding as of Registrant's year end (July 31, 1997) provides a
more comparable and conservative approach to the per share computation for the
current and in future periods."
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNAUDITED
FINANCIAL STATEMENTS AS OF APRIL 30, 1998 AND FOR THE THREE AND NINE
MONTH-PERIODS ENDED APRIL 30, 1998 AND 1997, WHICH ARE CONTAINED IN THE
REGISTRANT'S FORM 10-QSB REPORT FOR THE THIRD QUARTER OF ITS FISCAL YEAR ENDING
JULY 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> FEB-01-1998
<PERIOD-END> APR-30-1998
<CASH> 283,689
<SECURITIES> 0
<RECEIVABLES> 74,250
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 357,939
<PP&E> 1,240
<DEPRECIATION> 0
<TOTAL-ASSETS> 359,179
<CURRENT-LIABILITIES> 2,018
<BONDS> 0
0
0
<COMMON> 1,394
<OTHER-SE> 355,767
<TOTAL-LIABILITY-AND-EQUITY> 359,179
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,171
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,171)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,171)
<EPS-PRIMARY> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
