U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended December 31, 1996
[ ] Transition report under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from __________ to __________
COMMISSION FILE NUMBER 33-17598-NY
TIREX AMERICA INC.
(Exact Name of Small Business
Issuer as Specified in its Charter)
DELAWARE 22-2824362
(State or other jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
3767 THIMENS, VILLE ST. LAURENT, QUEBEC H4R 1W4
(Address of Principle executive offices)
(514) 335-0111
(Issuer's telephone number, including area code)
______________________________________________
(Former Name, Former Address and
Former fiscal Year, if Changed
Since Last Report)
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 issuer was required to file such
reports) and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of February 8, 1997: 27,617,481 shares
Transitional Small Business Disclosure Format (check one):
Yes [ ] No [X]
<PAGE>
TIREX AMERICA INC.
(A DEVELOPMENT STAGE COMPANY)
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PART I
<S> <C>
ITEM I - FINANCIAL INFORMATION (unaudited) PAGE
Tirex America Inc. and Subsidiary
Consolidated Balance Sheets as at
December 31, 1996 and 1995 . . . . . . . . . . . . 3
Consolidated Statements of Operations
for the six-month periods
ended December 31, 1996 and 1995 . . . . . . . . . 5
Consolidated Statements of Cash Flows
for the six-month periods
ended December 31, 1996 and 1995 . . . . . . . . 6
Notes to Financial Statements (unaudited). . . . . . 7
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS. . . 12
PART II
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . 14
</TABLE>
_______________________
The financial statements are unaudited. However, the management
of registrant believes that all necessary adjustments (which include
only normal recurring adjustments) have been reflected to present fairly
the financial position of registrant at December 31, 1996 and the results
of its operations and changes in its financial position for the six-
month periods ended December 31, 1995 and 1996 and for the period from
inception (July 15, 1987).
<PAGE> 2
<TABLE>
TIREX AMERICA INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
<CAPTION>
As At December 31
<S> <C> <C>
1996 1995
Assets
Current Assets:
Cash 9,309 1,371
Note Receivable 1,158 1,158
------ -----
Total Current assets 10,467 2,529
------ -----
Equipment - At Cost - Net of Accumulated 16,561 6,560
Depreciation of $8,275 (Note 1) ------ -----
Other Assets
Equipment Development costs 184,482 61,201
Other Assets (Note 1) - 1,600
Organization Costs, Net of Accumulated 1,059 1,367
Amortization of $483 ------- ------
Total Other Assets 185,541 64,168
------- ------
Total Asset 212,569 73,257
------- ------
Liabilities and Owners' equity (Deficit):
Current Liabilities
Accrued expenses 216,578 63,037
Due to Shareholders (Note 3) 5,000 5,000
------- ------
Total Current Liabilities 221,576 68,037
------- ------
Deposit payable 65,000 50,000
Stock Options (Note 6) 20,000 20,000
Loans payable 80,796 31,985
------- ------
165,796 116,985
------- -------
Commitments and Contingencies
Owners' Equity (Deficit)
Common Stock, $.001 par value; Authorized
50,000,000 Shares, Issued and Outstanding,
23,664,267 (Note 1,3,4,5) 23,664 17,121
</TABLE>
<PAGE> 3
<TABLE>
Tirex America Inc.
Consolidated
Balance Sheet cont.
<S> <C> <C>
Additional Paid-in Capital 2,563,049 1,920,129
(Deficit) accumulated during the
development stage (2,761,516) (2,049,015)
------------ -----------
Total Owners' Equity (Deficit) (48,777) (111,765)
Total Liabilities and Owners' Equity $ 174,803 $ 73,257
(Deficit) ---------- ---------
<FN>
See Notes to Financial Statements
</FN>
</TABLE>
<PAGE> 4
<TABLE>
TIREX AMERICA INC
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statement of Operations
(Unaudited)
<CAPTION>
Six Months Ended
December 31
1996 1995
<S> <C> <C>
Revenues --- $ 5,000
Cost of Sales --- 4,000
Gross Profit --- 1,000
--------
General and Administrative
Expenses
Officers Salary (Note 3, 5) 263,526 275,000
Consulting Services 263,526 130,208
Professional Services 24,627 8,989
Rent 4,114 1,500
Travel and Entertainment 24,310 16,253
Telephone 2,476 1,195
Depreciation and Amortization 1,390 690
Office Expenses 2,867 1,544
Miscellaneous 1,056 350
Franchise and other Tax --- 217
Bank Charges 1,654 229
Investor Relations --- 576
Transfer Agent 3,226 1,595
-------- -------
Total General and Administrative 360,219 438,346
Expenses
Net (Loss) (360,219) (438,346)
--------- ---------
Net (Loss) Per Common Share (.02) (.02)
--------- ---------
Weighted Average Shares of 22,533,003 16,957,710
Common Stock Outstanding ---------- ----------
<FN>
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE> 5
<TABLE>
TIREX AMERICA INC
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
Six Months Ended
December 31
<S> <C> <C>
1996 1995
Operating Activities
Net (Loss) $(360,219) $(437,346)
Adjustments to Reconcile Net (Loss) to Net --------- --------
Cash Provided by Operating Activities:
Depreciation and Amortization 1,390 690
Stocks Issued In Exchange For Services 286,898 275,000
Change in Assets and Liabilities:
Increase(Decrease) in Accrued Expenses (25,853) 3,379
--------- -------
262,435 279,069
------- --------
Net Cash-Operating Activities (97,784) (158,277)
-------- ---------
Investing Activities
Equipment Development Costs (7,258) 0
-------- ---------
Net Cash-Investing Activities (7,258) 0
-------- ---------
Financing Activities
Issuance Of Common Stocks And Additional 68,315 54,193
Paid In Capital
Loans Payable 45,796 31,985
Deposit Payable --- 15,000
-------- ---------
Net Cash - Financing Activities 114,111 101,178
-------- --------
Net Increase (Decrease) in Cash 9,069 (57,099)
-------- --------
Cash - Beginning of Period 240 58,470
-------- --------
Cash - End of Period $ 9,309 $ 1,371
<FN> -------- ---------
See Notes to Financial Statements.
</FN>
</TABLE>
<PAGE> 6
TIREX AMERICA INC. AND SUBSIDIARY
(A Development Stage Company)
Notes to Consolidated Financial Statements
Note 1 - Summary of Accounting Policies
Nature of Business
-----------------
Tirex America, Inc. (the "Company") was incorporated under
the laws of the State of Delaware on August 19, 1987. The
Company originally planned to provide comprehensive health
care services to persons with Acquired Immune Deficiency
Syndrome, however due to its inability to raise sufficient
capital it was unable to implement its business plan.
The Company had been inactive since it ceased operations
in November 1990.
In the Fall of 1992, a group of shareholders lead by
Edward Mihal and including 16 other shareholders acting
in concert with Mr. Mihal along with Patrick McLaren and
George Fattell, individuals without any prior affiliation
with the Company, became interested in the Company as an
entity potentially suitable for merger or similar trans-
action with an operating private company seeking to be-
come public in this manner. This group approached the
Company's incumbent management with a proposal whereby
they agreed to assume management control, make all de-
linquent filings with the Securities and Exchange Com-
mission, restore service by transfer agent and pay all
other expenses required to enable the Company to begin
trading its stock and completing a merger or similar
transaction.
In furtherance of the foregoing, on November 5, 1992,
J. Richard Goldstein, MD, Peter R. Stratton and Robert
Kopsack resigned from their positions as officers and
directors of the Company. From June 1989 until the
date of such resignations, Dr. Goldstein was the Company's
President and Chief Executive Officer, Mr. Stratton was
Vice-President, Chief Operating Officer, Secretary and
Treasurer, and Mr. Kopsack was the Company's Vice President.
In resigning their positions, Dr. Goldstein and Messrs.
Stratton and Kopsack acknowledged that they acceded to
their respective positions and had received compensation
in consideration of their representations that they would,
and their beat efforts to, implement a business plan for the
Company which would encompass, among other things, the
establishment and operating of skilled nursing care facilit-
ies for patients with Acquired Immune Deficiency Syndrome.
Compensation received by Dr. Goldstein and Messrs. Stratton
and Kopsack consisted of cash payments, stock issuances,
and the grants of stock options and/or stock purchase
warrants. As part of their resignations, Dr. Goldstein
and Messrs. Stratton and Kopsack each executed releases
whereby the Company was released and forever discharged
from all debts, obligations, covenants, agreements,contracts,
claims or demands in law or in equity, including but not
limited to any stock options or stock purchase warrants
granted or promised to them, which against the Company,
each ever had, or thereafter may have for or by reason of
any matter, cause or thing up to and through November
5, 1992. Each of Dr. Goldstein and Messrs. Stratton
and Kopsack also acknowledged the termination and rescission
of their respective employment agreements with the Company
to such persons as the Company should direct for the purpose
of satisfying certain of the Company's obligations to
third parties. In consideration of the resignations
and releases executed by Dr. Goldstein and Messrs. Stratton
and Kopsack, Edward Mihal and each of the sixteen share-
holders of the Company acting in concert with Mr. Mihal
executed and delivered reciprocal personal releases to
and on behalf of Dr. Goldstein and Messrs. Stratton and
Kopsack. In connection with the foregoing resignations,
Dr. Goldstein and Messrs. Stratton and Kopsack appointed,
as an interim board of directors, Patrick McLaren, George
Fattell, And Edward Mihal (the "Interim Management"). It
was the goal of the Interim Management to find suitable
acquisition and/or development by the Company. On Dec-
ember 29, 1992, Edward Mihal resigned his position as an
officer and a director of the Company and Louis V. Muro was
appointed as an officer and director of the Company to fill
the vacancy created thereby.
<PAGE> 7
TIREX AMERICA INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
Note 1 - Summary of Accounting Policies (continued)
Reorganization
--------------
On March 26, 1993, the Company entered into an acquisition
agreement (the "Acquisition Agreement") with Louis V. Muro,
Patrick McLaren and George fattell, officers and directors
of the Company (collectively the "Sellers'') , for the pur-
chase of certain technology owned and developed by the Sellers
(the "Technology") and extensive and detailed plans (the
"Business Plan") for a business which will engage in the ex-
ploitation of the Technology. The Technology will be used
to design, develop and construct a prototype machine and
thereafter a production quality machine for the cryogenic
disintegration of used tires. Pursuant to the Acquisition
Agreement, Sellers agreed to assign, transfer and sell to
the Company all of their right, title and interest in the
Technology and Business Plan in exchange for fifteen million
nine hundred thousand (15,900,000) shares of the Company's
common stock, $.001 par value per share (the "Sellers' Stock")
of which eleven million nine hundred thousand (11,900,000)
shares were put into escrow. The Business Plan and Technology
were developed by the Sellers prior to their affiliation or
association with the Company. The Sellers were engaged as the
Company's officers and directors for the purpose of imple-
menting the Business Plan with the Technology or such other
technology which they believed could reasonably satisfy the
requirements of the Business Plan.
Effective with the March 26, 1993, closing date of the
Acquisition Agreement (the "Closing Date"), the Company
authorized an increase in the number of directors of the
Company from three to six. Pursuant thereto, the Company
appointed Messrs. Kenneth Forbes, Nicholas Campagna, and
Alfred J. Viscido to fill the vacancies created in the size
of the board. As an inducement to Messrs. Forbes, Campagna
and Viscido to join the board of directors, the Company issued
250,000 shares of its common stock, $.001 per value to each
of them. The Acquisition Agreement also provided for stock
issuances in the form of finders fees. Pursuant thereto,
the Company issued 300,000 and 1,700,000 shares of its
common stock, $.001 par value, to Joseph Territo and
Edward Mihal, respectively.
Effective March 24, 1994, George Fattell resigned as an
officer and director of the Company. Per the terms of
his resignation any future shares of the Company's common
stock issued to Mr. Fattell are to be equally distributed
to Louis V. Muro and Patrick McLaren.
Effective January 18, 1995, Louis V. Muro and Patrick McLaren
resign their positions as officers and directors of the Com-
pany. In addition to their resignations they acknowledged
that none of the requisite performance levels for the release
of any of the 11,900,000 escrow shares had been met and re-
nounced all rights to such shares.
Basis of Consolidation
The consolidated financial statements include the accounts
of Tirex America, Inc. and its subsidiary Tirex Canada.
All intercompany transactions and accounts have been
eliminated in consolidation.
<PAGE> 8
TIREX AMERICA INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
Note 1 - Summary of Accounting Policies (continued)
Equipment
---------
Equipment is recorded at cost less accumulated depreciation.
Depreciation is provided over the estimated useful lives of
the assets by using the straight-line method of depreciation.
Repairs and maintenance costs are expensed as incurred while
additions and betterments are capitalized. The cost and related
accumulated depreciation of assets sold ore retired are
eliminated from the accounts and any gain or losses are
reflected in earnings.
Organization Costs
-------------------
Organization costs are being amortized on a straight-line basis
over a sixty month period.
Per Share Data
--------------
The primary income (loss) per share was computed on the weighted
number of shares of the common stock outstanding during the
period. Common share equivalents were not included as their
inclusion would have been anti-dilutive.
Income Taxes
------------
The Company has net operating loss carryovers of approximately
$2.4 million as of June 30, 1996, expiring in the years 2004
through 2011. However, based upon present Internal Revenue
regulations governing the utilization of net operating loss
carryovers where the corporation has issued substantial ad-
ditional stock, most of this loss carryover may not be avail-
able to the Company.
The Company adopted Statement of Financial Accounting Stand-
ards (SFAS) No. 109, Accounting for Income Taxes, effective
July 1993. SFAS No. 109 requires the establishment of a
deferred tax asset for all deductible temporarily differences
and operating carryforwards. Because of the uncertainties
discussed in Note 2, however, and deferred tax asset
established for utilization of the Company's tax amount is
loss carryforwards would correspondingly require a valuation
allowance of the same amount pursuant to SFAS No. 109.
Accordingly, no deferred tax asset is reflected in these
financial statements.
Note 2 - Going Concern
-------------
As shown in accompanying financial statements, the Company
incurred a net loss of $(360,219) during the six months ended
December 31, 1996 and as of that date, the Company's current
liabilities exceeded it current assets by $211,109 and its
total liabilities exceeded its total assets by $174,803.
In March 1993, the Company, which was still in the develop-
ment stage, developed a new Business Plan. The Company is
in the process of constructing a production quality machine
for the cryogenic disintegration of used tires. The Company
also plans to recycle used tires using ambient temperature
disintegration equipment. At December 30, 1996, the company
is still in the development stage. Fees generated from tip-
ping and culling were insufficient to fund the current
operations of the Company. All of these factors create an
uncertainty about the Company's ability to continue as a
going concern.
<PAGE> 9
TIREX AMERICA INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
Note 1 - Going Concern (continued)
-------------------------
The Company is currently in the process of formulating a plan
to obtain capital through a merger or acquisition, which will
provide working capital while the Company constructs its cryo-
genic disintegration machine. The ability of the Company to
continue as a going concern is dependent on the success of the
plan. The financial statements do not include any adjustments
that might be necessary if the Company in unable to continue as
a going concern.
Note 3 - Related Party Transactions
--------------------------
In 1994, a stockholder loaned the Company $5,000. There are
no terms for repayment or interest on these loans.
On July 22, 1994, 3,000,000 shares of Tirex America, Inc.
were released from escrow and issued to Louis V. Muro and
Patrick McLaren (1,500,000 shares each) in accordance with
the terms and provisions of the Acquisition Agreement dated
March 26, 1993.
In January 1995, the Company entered into employment agreements
with the President and General Counsel whereby the Company
will pay $250,000 a year plus benefits and $150,000 a year
plus benefits respectively. In January 1996, the Company
signed an employment agreement with the Vice President in
charge of Engineering for $150,000 a year plus benefits, All
of the employment agreements call for three year terms. In ad-
dition to the employment services, the officers agree not to
compete with the Company for the two year period following
the termination of employment. If an officer is terminated
other than for cause or for "good reason", the terminated
officer will be paid twice the amount of their base salary
for twelve months.
Included in accrued expenses at December 31, 1996 is $126,026
of salary to officers for which the company subsequently issued
common stock.
Note 4 - Forgiveness of Debt
-------------------
In 1996 and 1995, the Company recorded increases in common
stock and paid-in capital of $29,400 and $24,500, respect-
ively, which was in recognition of the forgiveness of debt
by certain related parties of the Company.
Note 5 - Common Stock
------------
During the year ended June 30, 1995, the Company's Board
of Directors has authorized the issuance of 2,000 shares
of its common stock, $.001 par value per share. These shares
were purchased during the year ended June 30, 1990. Inadver-
tently, the Company failed to issue the shares at the time of
purchase.
During the years ended June 30, 1996 and 1993, the Company
issued common stock to individuals for services performed and
forgiveness of debt totalling $542,572 and $177,950, res-
pectively. Included in these amounts are payments to officers
of the Company in exchange for salary in the amount of $502,756
and $150,000, respectively. The dollar amounts assigned to such
transactions have been recorded at the fair value of the services
received, because the fair value of the services received was
more evident than the fair value of the stock surrendered.
<PAGE> 10
TIREX AMERICA INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
Note 6 - Stock Options
-------------
On May 19, 1995, the Company sold to a director of the Company
an option to purchase 20,000 shares Of Cumulative Convertible
Preferred Stock at an exercise price of $10 par share, exer-
cisable during the two year period beginning May 19, 1995, and
ending May 18, 1997. The director paid $20,000 for the option.
The term of the Preferred Stock purchasable under the option
call for cumulative cash dividends at a rate of $1.20 per share
and conversion into shares of common stock. The conversion to
Common stock ratio varies depending on when the conversion is
made. At June 30, 1996, the option has not been exercised.
<PAGE> 11
TIREX AMERICA INC. AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is management's discussion and analysis of signifi-
cant factors which have affected Registrant's financial position and
operations during the fiscal quarter ended December 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The activities of Registrant since its inception in 1987 have
been financed by sources other than operations. Such financing
was principally provided by the sale of securities in private
transactions, as follows:
<TABLE>
<CAPTION> Proceeds From
Year Ended Sales of
June 30th Securities
<C> <C>
1996 80,872
1995 22,316
1994 237,430
1993 76,055
1990 80,812
1989 77,000
</TABLE>
In addition, Canadian Government tax credits, grants and/or
loans provided Registrant with an aggregate of $26,861 during the
year end June 30, 1996 and an additional $45,796, during the six-month
period ended December 31, 1996.
As at December 31, 1996, Registrant had total assets of $212,569
reflecting a nominal increase from the end of the previous fiscal
quarter ended September 30, 1996 and an increase of $139,312, from
the end of the analogous quarter in the previous fiscal year, when
total assets as at December 31, 1995 were $73,257. Such increase
reflects, in the main part, accrued development costs related to the
TCS-1 System. As at December 31, 1996, total liabilities were $387,372.
This reflects an increase of $202,350 from the analogous date in the
previous fiscal year, when total liabilities were $185,022 as at
December 31, 1995, and an increase of $156,889 from the end of the
last fiscal quarter, when total liabilities were $230,483. Manage-
ment attributes such increases to accrued operating expenses and
increase in deposit and loans payable. Reflecting the foregoing,
as at December 31, 1996, Registrant had a working capital deficit
(current assets minus current liabilities) of ($211,109). This
reflects an increase in the size
<PAGE> 12
of the deficit from December 31, 1995, when Registrant had a working
capital deficit of ($65,508) and an increase in the amount of such
deficit since the end of the last fiscal quarter, when it was ($109,172).
Registrant currently has no material assets and a negative
net worth. The success of its proposed cryogenic tire disintegration
business and its ability to continue as a going concern will be depen-
dent upon Registrant's ability to obtain adequate financing to complete
the design and development of the TCS-1 System and to commence manu-
facturing and sales activities related thereto. While Registrant believes
that it will be able to do so during the current fiscal year which
will end June 30, 1997, it cannot, at the present time, give any
assurances that this will in fact be the case.
RESULTS OF OPERATIONS
Registrant has never engaged in any significant business
activities and had no revenues from operations during the six
month's ended December 31, 1996. Minimal revenues of $5,000
were received during the analogous six-month period in the pre-
vious fiscal year from discontinued rubber brokerage activities.
Management has continued to devote all of Registrant's limited
resources to activities connected with completing the design and
development of the first TCS-1 System, commencing the manufacture
thereof, and endeavoring to raise financing to cover the costs of
such activities.
From inception (July 15, 1987) through December 31, 1996,
Registrant has incurred a cumulative net loss of ($2,761,516), more
than half of which was incurred, prior to the inception of Registrant's
present business plan, in connection with Registrant's discontinued
proposed health care business and was due primarily to the expensing
of costs associated with obtaining certain certificates of need
($309,000), officers salaries ($168,750), professional services
($171,703), rent ($92,335) and other start-up costs ($164,226).
Registrant never commenced its proposed health care operations
and therefore, generated no revenues from operations, Pursuant
to Registrant's present business plan, it intends to engage in the
business of manufacturing cryogenic tire disintegration equipment.
At the present time, Registrant is engaged in completing the design
and development, and commencing the construction of a production
quality cryogenic tire disintegration machine based on its proprietary
TCS-1 System technology. Unless and until Registrant successfully
develops and commences manufacturing and sales operations respecting
such a machine, Registrant will continue to generate no revenues from
operations.
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS FILED HEREWITH:
None
(B) CURRENT REPORTS ON FORMS 8-K FILED DURING QUARTER ENDED
DECEMBER 31, 1996
No Current Reports on Form 8-K were filed with
the Commission during the quarter ended December 31, 1996.
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.
TIREX AMERICA INC.
By /s/ Terence C. Byrne
Terence C. Byme, President
and Treasurer
Date: February 13, 1997 /s/ Terence C. Byrne
Terence C. Byrne, Chief Executive
and Chief Financial Officer
<PAGE> 14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 9309
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 10465
<PP&E> 16561
<DEPRECIATION> 8275
<TOTAL-ASSETS> 212569
<CURRENT-LIABILITIES> 95550
<BONDS> 0
0
0
<COMMON> 23664
<OTHER-SE> (72441)
<TOTAL-LIABILITY-AND-EQUITY> 212569
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 371693
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (371693)
<INCOME-TAX> 0
<INCOME-CONTINUING> (371693)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (371693)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
