U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended July 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No.: 0-20277
U.S.A. GROWTH INC.
(Name of small business issuer in its charter)
Delaware 11-2872782
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 West 190th Street, New York, New York 10040
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (212) 568-7307
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $.001 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
[x] No [ ]
Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB . [x]
Issuer's revenues for its most recent fiscal year were
$21,041.
<PAGE>
The aggregate market value of the 10,870,000 shares of Common
Stock held by non-affiliates of the Company as of October 10, 1998 is
$1,304,400.
The number of shares of Common Stock, par value $.001 per
share, outstanding as of October 15, 1998, is 11,100,000.
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) any annual report to security-holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes.
1. Part III, Item 13, incorporated by reference the
following Exhibits: 3.1 and 3.2.
Exhibit 3.1 Certificate of Incorporation
Exhibit 3.2 By-Laws of the Company
<PAGE>
PART I
Item 1. Description of Business
Business Development
U.S.A. Growth Inc. ("USA" or the "Company") was
incorporated in Delaware on August 14, 1987. The Company was
organized to provide a vehicle for participating in one or more
business ventures which may become available to the Company which,
in the opinion of management, will provide a profit to the Company.
Business of the Company
The Company is not an operating business and has no income
from operations. The Company engages in research either by itself and/or through
the use of independent consultants (who may have to agree to receive stock of
the Company in payment for their services in lieu of cash) to determine what
type of business can be established by a new venture which could have
potentially high profits. On July 1, 1997, the Company entered into an agreement
with World Wide Web Casinos, Inc. (WWWC), whereby the Company and WWWC would
merge with and into WWWC Acquisition Corporation, the surviving corporation, in
a tax free merger. On January 28, 1998 WWWC informed the Company that it was
unable to provide audited financial statements which was one of the conditions
for consummating the merger agreements, and WWWC terminated the merger.
Competition
There are inherent difficulties for any new company seeking to
enter an established field. With regard to the proposed business of the Company,
namely the origination of presently unknown subsidiaries and the operation of
such subsidiaries, these difficulties are compounded since there are numerous
firms which are more experienced, better established and better financed than
the Company in the originating of profitable subsidiaries. Additionally, many of
these firms have personnel experienced in running such subsidiaries, unlike the
Company. Furthermore, the Company's present capital will only permit the Company
to organize relatively few subsidiaries which will face competition from firms
which are larger, more experienced and better established than these
subsidiaries. Additionally, small "start-up" firms such as the Company, with
insignificant resources, are at a very serious disadvantage against established
competitors.
2
<PAGE>
Employees
At the present time, the Company has no employees and does not
have any present intention to hire any. Each of the Company's officers devotes
ten percent or less of his time to the affairs of the Company, and does not
receive any remuneration.
Item 2. Description of Property
The Company presently utilizes the residence/office of its
President, Robert Scher, located at 900 West 190th Street, New York, New York
10040, at no cost. Such arrangement is expected to continue as long as Mr. Scher
is President of the Company.
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
3
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
The Company's Common Stock, par value $.001 per share (the
"Common Stock"), is traded on the Bulletin Board. The closing high and low bid
prices for the Common Stock for the Company's prior two fiscal years were as
follows:
BID PRICES
High Low
Period
Fiscal 1996
Quarter ended July 31, 1996 .03 .03
Quarter ended April 30, 1996 .03 .03
Quarter ended January 31, 1996 .03 .03
Quarter ended October 31, 1995 .03 .03
Fiscal 1997
Quarter ended July 31, 1997 .83 .43
Quarter ended April 30, 1997 1.25 .04
Quarter ended January 31, 1997 .05 .04
Quarter ended October 31, 1996 .05 .03
Fiscal 1998
Quarter ended July 31, 1998 .12 .11
Quarter ended April 30, 1998 .12 .08
Quarter ended January 31, 1998 .28 .08
Quarter ended October 31, 1997 .46 .23
The foregoing price quotations have been reported on the NASD
OTC Bulletin Board. Such quotations represent inter-dealer prices, without
retail mark-up, markdown or commission and may not represent actual
transactions. There has been a limited trading market for the Company's
securities.
(b) The number of record holders of the Common Stock as of
September 30, 1998 was 71. The Company believes that there are over 1,200
beneficial owners of shares of its Common Stock, based upon indications from
brokerage firms.
(c) The future payment by the Company of dividends, if any, is
discretionary with the Board of Directors and will depend upon the Company's
earnings, capital requirements and financial condition, as well as other
relevant factors.
4
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation
Results of Operations
The Company is a development stage company and as of July 31,
1998 had not generated any operating revenue.
The Company's only source of revenue since inception has been
certificate of deposit and money market bank account interest income and
dividends from money market mutual funds. The money market funds had a yield for
Fiscal 1998 and 1997 of 2%-5% per annum. The Company maintains its cash balance
in a financial institution. The balance is insured by the Federal Deposit
Insurance Corporation ("FDIC") up to $100,000. At July 31, 1998, the Company's
cash balance was $8,344, of which $8,344 was insured by the FDIC. The remaining
funds of $397,011 are invested in uninsured money market mutual funds which
invests in government securities. The Company's revenues increased in 1997 and
1996 over previous years as a result of the general increase in interest rates
in the United States in such years.
General and administrative expenses during fiscal 1998 and
1997 were $28,399 and $10,563, respectively. The primary general and
administrative expenses were professional (legal and accounting), transfer agent
and filing fees.
Management believes that inflation and changing prices will
have minimal affect on operations.
Liquidity and Capital Resources
The Company has had no material operations and as of July 31,
1998, the Company had working capital of $402,155. The Company has no present
outside sources of liquidity. In the event the Company determines that its
present capital is not adequate for a future acquisition, the Company may
attempt to arrange for outside financing and/or may do a public offering or
private placement of its securities.
Item 7. Financial Statements
The Company's financial statements, consisting of the balance
sheet for the year ended July 31, 1998, and related statements of operations,
stockholders' equity, and cash flows for the years ended July 31, 1998 and 1997
and statement of operations and cash flows from August 14, 1987 (date of
inception) to July 31, 1998, have been audited by Rothstein, Kass & Company,
P.C. independent certified public accountants, which, along with their report
thereon, appears on pages F-1 through F-9 hereof.
5
<PAGE>
Item 8. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure
None
PART III
Item 9. Directors and Executive Officers
The directors and officers of the Company are as follows:
Name Age Position
Robert Scher 56 Chairman of the
Board of Directors,
President and
Treasurer
J. Peter Hans 53 Secretary and Director
Robert Scher has been President and Chairman of the Board of
the Company since July 10, 1995. In addition, he has been President, Treasurer
and Chairman of the Board of two publicly held corporations, Hunter Industrial
Facilities, Inc. and World Television Inc. He graduated in 1963 from the City
University of New York, Baruch College, with a B.A. in Accounting. He has been
an Associate Accountant with the Health and Hospital Corporation of New York
since 1971. He has been a private investor for approximately thirty years. Mr.
Scher will devote such time to the Company as the Board of Directors may
require. It is believed that he will devote approximately 10% of his time to the
affairs of the Company.
J. Peter Hans has been a Director of the Company since its
inception and since 1995 has been its Secretary. Since June 1994, Mr. Hans has
been self employed as a financial consultant. From January 1990 to June 1994,
Mr. Hans was employed by UMB Bank and Trust Company and most recently as Vice
President in the Private Banking Division. From 1979 to 1990, Mr. Hans was
employed by Bank Leumi Trust Company of New York in various positions. Mr. Hans
has completed advance graduate work in International Economics and Finance.
The Company does not have standing audit, nominating or
compensation committees of the Board of Directors, or committees performing
similar functions. Last year, the Board of Directors met on two occasions.
The term of office of each director is one year or until his
successor is elected at the Company's annual meeting and
6
<PAGE>
qualified. Each officer is appointed by the Board of Directors and
serves at the discretion of the Board.
The Certificate of Incorporation of the Company provides for
indemnification of officers and directors to the fullest extent permitted by
Delaware law.
Item 10. Executive Compensation
Except for the President who was issued 130,000 shares, no
officer or director of the Company has received any cash or other remuneration
(directly or indirectly) since the Company's inception, no one is to receive or
accrue any remuneration from the Company, except as to repayment for accountable
expenses incurred on the Company's behalf. No remuneration of any nature has
been paid for or on account of services rendered by a director in such capacity.
None of the officers and directors intends to devote more than 10% of his time
to the Company's affairs.
Item 11. Security Ownership of Certain Beneficial Owners and
Management
The following table sets forth the number of shares of Common
Stock of the Company beneficially owned, directly or indirectly, by (i) each of
the Company's officers and directors; (ii) all persons known to the Company to
be beneficial owners of more than five percent of the outstanding shares of
Common Stock; and (iii) all officers and directors of the Company as a group:
Name and Address Number of Shares Owned Percent
Robert Scher 130,000 1.1
900 West 190th Street
New York, NY 10040
J. Peter Hans 100,000 *
110-50 71st Road
Forest Hills, NY 11375
All Directors and 230,000 2
Officers as a group
(two persons)
*Less than one percent
The Company is unaware of any arrangement, the operation of
which, at a subsequent date, may result in a change in control of the Company.
Effective May 1, 1991, the Securities and Exchange
7
<PAGE>
Commission promulgated new rules under Section 16 of the Securities Exchange Act
10 1934. The Company believes that during the preceding year the executive
officers and directors have complied with all Section 16 reporting requirements.
Item 12. Certain Relationships and Related Transactions
None.
Item 13. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits have previously been filed on Form 10-K
for the year ended July 31, 1996 and are hereby incorporated by reference
pursuant to Rule 12b-23:
3.1 Certificate of Incorporation
3.2 By-Laws of the Company
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K for its last
quarter in Fiscal 1997.
8
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
TABLE OF CONTENTS
Independent Auditors' Report F-2
Balance Sheet F-3
Statements of Operations F-4
Statements of Stockholders' Equity F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7-F9
F-1
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
INDEPENDENT AUDITORS' REPORT
Board of Directors
U.S.A. Growth Inc.
We have audited the accompanying balance sheet of U.S.A. Growth Inc. (a
development stage company) as of July 31, 1998 and the related statements of
operations, and cash flows for the cumulative period August 14, 1987 (date of
inception) to July 31, 1998 and for the years ended July 31, 1998 and 1997, and
stockholders' equity for the years ended July 31, 1998 and 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit 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 U.S.A. Growth Inc. (a
development stage company) as of July 31, 1998 and the results of its operations
and its cash flows for the cumulative period August 14, 1987 (date of inception)
to July 31, 1998 and for the years ended July 31, 1998 and 1997, in conformity
with generally accepted accounting principles.
ROTHSTEIN, KASS & COMPANY, P.C.
Roseland, New Jersey
October 2, 1998
F-2
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET
July 31, 1998
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 405,455
Income tax receivable 1,150
----------------
Total current assets $ 406,605
================
LIABILITY AND STOCKHOLDERS' EQUITY
CURRENT LIABILITY, accounts payable $ 4,450
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, par value $.001 per share,
authorized 100,000,000 shares, issued
11,100,000 shares $ 11,100
Capital in excess of par value 723,243
Deficit accumulated during development stage (332,188)
----------------
Total stockholders' equity 402,155
$ 406,605
See accompanying notes to financial statements.
F-3
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Cumulative
August 14, 1987
(Date of Inception)
to Year Ended July 31,
----------------------------------
July 31, 1998 1998 1997
------------------------- --------------- ---------------
INTEREST AND DIVIDEND INCOME $ 232,946 $ 21,041 $ 19,824
------------------------- --------------- ---------------
EXPENSES:
Selling, general and
administrative expenses 279,296 28,399 10,563
Expenses incurred as a result
of rescinded investment 270,734 -
------------------------- --------------- ---------------
550,030 28,399 10,563
------------------------- --------------- ---------------
INCOME (LOSS) BEFORE INCOME
TAXES (317,084) (7,358) 9,261
------------------------- --------------- ---------------
INCOME TAXES:
Federal 3,739
State 11,365 1,161
------------------------- --------------- ---------------
15,104 1,161
------------------------- --------------- ---------------
NET INCOME (LOSS) $ (332,188) $ (7,358) $ 8,100
========================= =============== ===============
BASIC AND DILUTED INCOME (LOSS)
PER SHARE OF COMMON STOCK $ .00 $ .00
=============== ===============
WEIGHTED AVERAGE NUMBER OF
SHARES OF COMMON STOCK
OUTSTANDING:
BASIC AND DILUTED 11,045,000 10,970,000
=============== ===============
See accompanying notes to financial statements.
F-4
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended July 31, 1997 and 1998
Deficit
Accumulated
Capital in During
Common Stock Excess of Development
Shares Amount Par Value Stage
BALANCES, July 31, 1996 10,970,000 $ 10,970 $ 712,973 $ (332,930)
NET INCOME 8,100
BALANCES, July 31, 1997 10,970,000 10,970 712,973 (324,830)
COMMON STOCK ISSUED FOR
SERVICES 130,000 130 10,270
NET INCOME (LOSS) (7,358)
BALANCES, July 31, 1998 11,100,000 $ 11,100 $ 723,243 $ (332,188)
================ ============== ============== ===============
See accompanying notes to financial statements.
F-5
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
August 14, 1987
(Date of Inception)
to Year Ended July 31,
----------------------------------
July 31, 1998 1998 1997
------------------------- --------------- ---------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ (332,188) $ (7,358) $ 8,100
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating
activities:
Common stock issued for services 10,400 10,400
Changes in assets and liabilities:
(Increase) decrease in income tax
receivable (929) (150)
Increase (decrease) in accounts payable 4,229 1,780 570
------------------------- --------------- ---------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (318,488) 4,672 8,670
NET CASH PROVIDED BY FINANCING
ACTIVITIES, net proceeds from sales of
common stock 723,943
NET INCREASE IN CASH AND CASH
EQUIVALENTS 405,455 4,672 8,670
CASH AND CASH EQUIVALENTS,
beginning of period 400,783 392,113
------------------------- --------------- ---------------
CASH AND CASH EQUIVALENTS,
end of period $ 405,455 $ 405,455 $ 400,783
========================= =============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH
FLOW INFORMATION, cash paid for
income taxes $ 20,987 $ 500 $ 591
========================= =============== ===============
See accompanying notes to financial statements.
F-6
</TABLE>
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization - The Company was incorporated on August 14, 1987 in
the State of Delaware, and has adopted a July 31 year end. At
July 31, 1998, the Company is a development stage company since
it has not commenced meaningful operations and does not have any
current business ventures or plans.
Cash and Cash Equivalents - The Company considers all highly
liquid instruments purchased with a maturity of three months or
less to be cash equivalents.
Income Taxes - The Company complies with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes",
which requires an asset and liability approach to financial
accounting for and reporting of income taxes. Deferred income tax
assets and liabilities are computed for differences between the
financial statement and tax bases of assets and liabilities that
will result in taxable or deductible amounts in the future, based
on enacted tax laws and rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce the
deferred income tax assets to the amount expected to be realized.
Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses
during the reporting period.
Actual results could differ from those estimates.
Income (Loss) per Common Share - Effective July 31, 1998, the
Company adopted Statement of Financial Accounting Standards No.
128 (SFAS 128), "Earnings Per Share". SFAS 128 requires dual
presentation of basic and diluted earnings per share for all
periods presented. Basic earnings per share excludes dilution and
is computed by dividing income (loss) applicable to common
stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings per share reflects
the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity. Prior period income
information has been restated as required by SFAS No. 128. At
July 31, 1998 and 1997, the Company has unexercised common stock
purchase warrants to purchase 8,000,000 shares. These unexercised
warrants were not included in the computations of diluted income
(loss) per share because their effect would have been
antidilutive.
F-7
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CASH AND CASH EQUIVALENTS:
Cash and cash equivalents consist of money market funds with
yields of 2-5%.
NOTE 3 - INCOME TAXES:
At July 31, 1998, the Company has available an unused capital
loss carryforward of $250,000 expiring in 2005 which may be
applied against future capital gains and a net operating loss
carryforward of approximately $90,000 which expires in 2008. The
resulting deferred tax asset of approximately $286,800 and
$136,000, at July 31, 1998 and 1997, respectively, was fully
reserved because management considers it more likely then not
that the deferred tax asset will not be realized.
NOTE 4 - RESCINDED INVESTMENT:
On August 19, 1988, the Company issued 3,500,000 restricted
shares of its common stock, for all of the outstanding common
stock of Factory Outlets of America, Inc. (FOA) (a development
stage company), a franchisor of general merchandise stores. An
additional 21,000,000 restricted shares of the Company's common
stock were placed in escrow and were to be issued if FOA attained
specified profit levels. In accordance with the agreement, the
Company contributed $250,000 to FOA's additional paid-in capital.
FOA continued in the development stage through February 1990, at
which time this agreement was rescinded and 3,080,000 shares of
restricted stock and all of the restricted escrow shares of stock
were returned to the Company. As a result of this transaction,
the Company incurred total expenses of $270,734 which was
comprised of acquisition and organization costs of $20,734 and
the write-off of its investment in FOA of $250,000.
NOTE 5 - STOCKHOLDERS' EQUITY:
On February 16, 1988, the Company successfully completed its
public offering. The Company sold for $.10 per unit, 8,000,000
units (each unit consisting of one share of common stock and one
Class A redeemable common stock purchase warrant). One Class A
warrant entitles the holder to purchase, for $.17, one share of
common stock and one Class B common stock purchase warrant,
through December 31, 1998. The Company has reserved the right to
redeem the unexercised warrants on thirty days written notice for
$.001 per warrant. Each Class B warrant entitles the holder to
purchase one share of common stock at $.25 per share and is
exercisable through December 31, 1998.
NOTE 6 - CONCENTRATION OF CREDIT RISK:
The Company's cash and cash equivalents are maintained in
financial institutions and, at times, exceed the Federal Deposit
Insurance Corporation coverage of $100,000. Management regularly
monitors the financial condition of the financial institutions in
order to keep the potential risk to a minimum.
F-8
<PAGE>
U.S.A. GROWTH INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 7 - TERMINATED MERGER:
On July 1, 1997, the Company entered into an agreement with World
Wide Web Casinos, Inc. (WWWC), whereby the Company and WWWC would
merge with and into WWWC Acquisition Corporation, the surviving
corporation, in a tax free merger. On January 28, 1998, WWWC
informed the Company that it was unable to provide audited
financial statements which was one of the conditions for
consummating the merger agreement, and WWWC terminated the
merger.
NOTE 8 - RELATED PARTY TRANSACTION:
On February 2, 1998 the Company issued 130,000 shares with a
value of $10,400 to a related party as compensation for services
provided.
F-9
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 27, 1998
U.S.A. GROWTH, INC.
--------------------------------
Robert Scher, President
and Chairman of the Board
of Directors
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities on the dates indicated.
Name Titles Date
President and Chairman October 27, 1998
Robert Scher of the Board of Directors
(Chief Executive Officer)
Director October 27, 1998
J. Peter Hans
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFOMRATION EXTRACTED FROM
THE FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S FORM 10-KSB AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> AUG-01-1997
<PERIOD-END> JUL-31-1998
<CASH> 405,455
<SECURITIES> 0
<RECEIVABLES> 1,150
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 406,605
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 406,605
<CURRENT-LIABILITIES> 4,450
<BONDS> 0
0
0
<COMMON> 11,100,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 406,605
<SALES> 0
<TOTAL-REVENUES> 21,041
<CGS> 0
<TOTAL-COSTS> 28,399
<OTHER-EXPENSES> 16,060
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,144
<INCOME-TAX> 407
<INCOME-CONTINUING> 2,737
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,358)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
