UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Amendment 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended May 31, 1998
Commission file Number 33-21481-FW
INTERNET STOCK MARKET RESOURCES CORP.
(Exact name of registrant as specified in its charter)
Delaware 76-0246940
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
405 Central Avenue, Fifth Floor, St. Petersburg, Florida 33701
Tel: (713) 445-0020
Securities registered pursuant to Section 12(b) of the act: NONE
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 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 the past 90 Days. Yes____ No__X__
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not 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-K or any amendment to this Form 10-K. [X]
Page 1 of 20 pages contained in sequential numbering system.
The Exhibit Index may be found on Page 11 of the sequential numbering system.
<PAGE> 2
The aggregate market value of the voting stock held by non-affiliates of the
registrant based on the average bid and asked price of the stock on May 31,
1998 was $86,024, based on 43,012 shares held by non-affiliates.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of registrant's classes
of common stock, as of the latest practicable date.
CLASS NUMBER OF SHARES OUTSTANDING ON:
------------ May 31, 1998
Common Stock --------------------------------
par value $0.0001 494,406
DOCUMENTS INCORPORATED BY REFERENCE
(1) By-laws of Trans America Enterprises.
(2) Amendment to the Articles of Incorporation of Sea Venture Cruises, Inc.
PART I
ITEM 1. BUSINESS.
The Company is currently dormant and, therefore, has not yet become
operational. At the present time, Registrant is preparing for merger with a
private, closely-held company engaged in internet information services
related to providing corporate profiles and stock quotations.
ITEM 2. PROPERTIES.
None.
ITEM 3. LEGAL PROCEEDINGS.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
[Page 2 of 20]
<PAGE> 3
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) Market Information.
(1) (i) The principal United States market in which the Registrant's
Common Stock has been traded is the Over the Counter (OTC) Electronic
Bulletin Board Service of the National Association of Securities Dealers
(NASD). The Registrant's Common Stock began trading in 1989 under the symbol,
SVCR. Through the Fourth Quarter of fiscal 1998, the high sales price was
$5.00 (adjusted for a 1-for-1000 reverse-split) and the low sales price was
$0.0001. The Registrant's market makers include Sharp Capital, Weinn
Securities, Hill Thompson Securities, Paragon Securities, National Capital
Securities, Nite Securities, and Agean listing under the symbol "ISMR" as of
May 10, 1995. The Registrant's Common Stock currently trades under the symbol
ISMR.
(ii) The Company's Common stock, under the symbol "ISMR," has
experienced sales of stock at a high of $5.00 and a low of $0.0001.
ITEM 6. SELECTED FINANCIAL DATA.
As of fiscal year-end 1997, the corporate books and records of the Registrant
reflected 494,405,953 shares of Common, voting stock issued and outstanding.
Of this amount, 20,737,571 were under the nominee Cede & Co. on deposit at
Depository Trust Corporation; the balance of 473,668,382 was, in part, the
result of the merger of Trans America Enterprises, Inc. (the predecessor in
business) with Sea Venture Cruises, Inc., and also, in part, the result of
debt-to-equity conversions.
On April 14, 1998 the Registrant executed a reverse-split of all shares of
Common Stock of the corporation on a one for one thousand (1-for-1000) basis,
with fractional shares being canceled. This reverse-split resulted in the
total number of shares issued and outstanding becoming 487,001.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
As described below, the Registrant is, at the date of this filing, dormant,
meaning, as such, that it has not yet become operational or conducted any
business so as to become an income-producing entity.
Shortly after inception in 1988, the Registrant filed with the United States
Securities and Exchange Commission a registration statement on Form S-18,
effectively causing the corporation to become a reporting entity under
Section 12(g) of the Securities Exchange Act of 1934. On February 9, 1989,
the Company was merged with Sea Venture Cruises, Inc., a close, Delaware
corporation, in a tax-free reorganization which resulted in the re-domiciling
of the corporation from Texas to Delaware. Trans America Enterprises, Inc.,
the specifically- named surviving corporation of the merger, changed its name
to Sea Venture Cruises, Inc., and conducted business as such until March of
1998. As of fiscal year-end 1997, and further, as of March of 1998, the
records of the Registrant reflected 494,405,953 shares of Common, voting
stock issued and outstanding. This issued and outstanding Common Stock was
the result of three events: first, the Issue of Common Stock shares pursuant
[Page 3 of 20]
<PAGE>4
to the Form S-18 described above; second, the merger of Trans America
Enterprises, Inc. with Sea Venture Cruises, Inc.; and third, debt-to-equity
conversions carried out by the Registrant in the normal course of business.
Because of a lack of success in the cruise business, the Registrant began to
seek a merger partner in a new line of enterprise. Determining that
substantial opportunities existed in the burgeoning area of Internet
information services, certain principals of the Registrant began developing
a separate, private, Florida corporation called Internet Stock Market
Resources Corp. which was engaged in providing information on the World Wide
Web through a Web site with the URL http://www.internetstockexchange.com. On
March 26, 1998, the Registrant's name was change by amendment to the
(Amended) Articles of Incorporation to Internet Stock Exchange Corp. On April
14, 1998 the Registrant executed a reverse-split of all shares of Common
Stock of the corporation on a one for one thousand (1-for-1000) basis, with
fractional shares being canceled. This reverse-split resulted in the total
number of shares issued and outstanding becoming 487,001.
Subsequent to the date of this filing on Form 10-KSB, on August 17, 1998,
the Registrant changed its name to Internet Stock Market Resources Corp.,
and subsequently announced that it had merged with the private, close
Florida corporation of the same name. The financial statements of the
surviving corporation will reflect the activity of the dormant, public
entity through the August 31, 1998 end of reporting period. Consolidated
financial statements will be presented commencing with the period
commencing September 1, 1998. The corporation has, since inception to the end
of the current fiscal year on May 31, 1998, realized an accumulated
deficiency in assets of $6,000. The Registrant anticipates this deficiency
remaining during the first quarter of the new fiscal year, but not thereafter,
since the private, Florida corporation being merged into the Registrant has
earned, and expects to continue to earn, positive revenues from its
operations, and these revenues will be reflected in the consolidated
statements of the surviving corporation, whose financial statements will be
presented in subsequent filings for the Registrant commencing with the second
quarter (i.e., the three months ending November 30, 1998).
The Registrant did not make filings on Form 10-K, 10-Q, or 8-K during the
period from 1990 to 1997, at which time Management of the Company entered
into discussions with the Securities and Exchange Commission (the
"Commission") concerning the rectification of this matter. During the course
of these discussions, the representative for the Registrant obtained verbal,
but not written, confirmation from the Commission that the Registrant
qualified under Regulation S-B; as such, the Registrant herewith files on
Form 10-KSB, and will subsequently file under applicable provisions of
Regulation S-B until such time as Management determines that the Registrant
should file otherwise.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Registrant's financial condition has not changed materially from May 31, 1997
to date herewith provided, except for the recognition of an increase in
Deficiency in Assets from ($4,000) to ($6,000), representing the nominal
incurrence of costs related to development stage-type activities. To the
extent that the Company has incurred minor, continuing expenses without any
revenues having been generated, and notwithstanding subsequent events
described in the Management Discussion and Analysis, above and in the Notes
to the Financial Statements appended below, shareholders' equity has suffered
proportionately. Because of the Registrant's inability thus far to commence
revenue-generating operations, there are no assurances that the Company will
be able to fully carry out its plans and to continue as a going concern.
[Page 4 of 20]
<PAGE>5
See Exhibit 99 for the Financial Statements.
See Exhibit 27 for the summary Financial Data Schedule.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Subsequent to the end of the fiscal year on May 31, 1998, and subsequent also
to the date of the audit of the financial statements incorporated herewith,
consultants to the Registrant determined that the Registrant's fiscal year
end has actually always been, according to the Company's By-laws, on December
31 of each year, and that this fiscal year end had never been changed by
amendment to said By-laws, nor by any other mechanism. Consultants and
accountants have concluded that the May 31 fiscal year end was erroneously
adopted as a result of a misinterpretation of the merger agreement between
the Registrant and Sea Venture Cruises, Inc. in 1989 (see Part II, Item #7)
by the Registrant's accounting firm (which was subsequently discharged
without prejudice for unrelated reasons). Although Management believes that
this discrepancy has no material effect on the essential character of the
financial situation of the Registrant, nor on the accuracy or adequacy of its
representations to the public, in general, or to its shareholders, in
particular, the consultants to the Registrant have recommended that the
discrepancy be - at a minimum - rectified for future reporting purposes by
having a "stub" year audit prepared at December 31, 1998, and thereafter
maintaining a fiscal year conforming with the calendar year as specified in
the Registrant's By-laws. Registrant's auditing accountants have expressed
the opinion that, should the Registrant be required to have previous years'
financial statements re-prepared and re-audited to conform with a December 31
fiscal year end, the cost would be unduly burdensome to the Registrant.
Auditing accountants also express the judgment that, because more than a
decade of representations have been made under the May 31 fiscal year end,
and because many of these representations have been made in public
disclosures, a continuity has been established in the record which would be
unnecessarily disrupted by an attempt to alter the reported fiscal year end
so long after the discrepancy had originated. Because of the nature of the
relationship between the auditing accountants and the Registrant, Management
will preserve the currently used fiscal year end of May 31 until such time
(when and if) due cause is shown that the benefits of rectification outweigh
the substantial costs, both direct and indirect, which would be incurred.
[Page 5 of 20]
<PAGE>6
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) (b) Directors and Officers: Identification of Directors and Officers.
The members of the Board of Directors of the Registrant are elected for a one
year term by the shareholders at each annual meeting. Officers are elected by
the Directors for a one year term at each annual meeting, or until otherwise
replaced by the Board of Directors. The following table sets forth certain
information with respect to the Officers and Directors of the Registrant.
Name Age Other Office Held Term Period Served
- -------------------- --- ------------------- -------------- -------------
Anastasio Kyriakides 50 Chairman, Secretary Until Next ASM* 11 years
John R. Bramis 50 President Until Next ASM* 6 months
John Karavasiles 50 Vice President Until Next ASM* 6 months
*ASM=Annual Shareholders Meeting
(c) Identification of Certain Significant Employees. None.
(d) Family Relationships of All Officers and Directors. None.
(e) Business Experience of All Officers and Directors.
(1) Background during last 5 years.
Anastasio Kyriakides serves as Chairman and Secretary of the Registrant.
Mr. Kyriakides has been associated with the Company since its inception, as
well as having been involved in a number of other enterprises. Over the past
five years, Mr. Kyriakides has been primarily involved in the development of
the Company, first under the name Sea Venture Cruises, Inc., and then under
its current name, Internet Stock Market Exchange Corp. Mr. Kyriakides has
also been involved in the development of the private, Florida corporation
Internet Stock Market Resources Corp., a provider of corporate information
on the Internet.
John R. Bramis serves as Chairman of the Registrant. Dr. Bramis has agreed
to serve in this capacity until such time as his current term expires. Dr.
Bramis holds a Medical Doctorate (M.D.). Dr. Bramis is a physician who has
primarily been engaged, for many years, in the practice of medicine in
Florida.
John Karavasiles serves as Vice Chairman of the Registrant. Dr.
Karavasiles has agreed to serve in this capacity until such time as his
current term expires. Dr. Karavasiles holds a Medical Doctorate (M.D.). Dr.
Karavasiles is also a physician, and has been primarily engaged, for a number
of years, in the practice of medicine in Florida.
(2) Directorships.
(a) Anastasio Kyriakides does not serve as a director of any other public
corporation.
(b) John R Bramis does not serve as a director of any other public
corporation.
(c) John Karavasiles does not serve as a director of any other public
corporation.
[Page 6 of 20]
<PAGE>7
(f) Involvement in Certain Legal Proceedings. None.
(g) Promoters and Control Persons.
(i) Promoters. None
(ii) Control Persons.
M.C.K. Marine, Inc., a Liberian corporation*.
*Note: Anastasio Kyriakides, an officer and director of the
Registrant, has controlling interest in M.C.K. Marine
Enterprises, Inc.
ITEM 11. EXECUTIVE COMPENSATION.
None.
[Page 7 of 20]
<PAGE>8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Certain Beneficial Owners.
(1) Title of (2) Name and Address (3) Amount and Nature (4) Percent
Class Of Beneficial Owner Of Beneficial of Class
Ownership
- ------------- --------------------- ---------------------- -----------
Common Stock M.C.K. Marine 443,989 89.9%
(b) Security Ownership of Management.
(1) Title of (2) Name of (3) Amount and Nature (4) Percent
Class Beneficial Owner Of Beneficial of Class
Ownership
- ------------ -------------------- ------------------- ------------
None.
Note: As a group, the officers and directors beneficially own
approximately 443,989 shares.
(c) Changes in Control. None.
[Page 8 of 20]
<PAGE>9
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as a part of the report:
(1) Financial Statements
(b) Reports on Form 8-K.
None.
(c) Exhibits:
(1) Financial Statements (Exhibit 99.2)
(2) Financial Data Schedule (Exhibit 27)
[Page 9 of 20]
<PAGE>10
SIGNATURES
Pursuant of the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Internet Stock Exchange Corp.
(Registrant)
DATE: 11/11/98 By: /s/ Anastasio Kyriakides
----------------------------
Anastasio Kyriakides
President/Director
[Page 10 of 20]
<PAGE>11
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
27 Financial Data Schedule
99.2 Financial Statements Audited at May 31, 1998
[Page 11 of 20]
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
CONTENTS
PAGE
Independent Auditor's Report FS-1
Balance Sheets FS-2
Statements of Loss and Accumulated Deficit
during the Development Stage FS-3
Statements of Cash Flows FS-4
Statements of Deficiency in Assets FS-5
Notes to Financial Statements FS-6 - FS-7
[Page 13 of 20]
<PAGE>1
Independent Auditor's Report
Board of Directors
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
St. Petersburg, Florida
We have audited the accompanying balance sheets of Internet Stock Exchange
Corp. f/k/a Sea Venture Cruises, Inc. (a development stage company) at May
31, 1998 and 1997, and the related statements of loss and accumulated deficit
during the development stage 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
on our audits.
We conducted our audit 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 statement.
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 audit provides 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 Internet Stock Exchange
Corp. f/k/a Sea Venture Cruises, Inc. (a development stage company) as of
May31,1998 and 1997, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements, the Company has suffered losses from operations that raises
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
(Page FS-1) [Page 14 of 20]
<PAGE> 2
Miami, Florida
June 1, 1998
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
BALANCE SHEETS
May 31,
1998 1997
ASSETS
ASSETS $ - $ -
TOTAL ASSETS $ - $ -
LIABILITIES AND DEFICIENCY IN ASSETS
LIABILITIES
Accrued expenses $ 3,192 $ 4,000
Due to related parties (Note 2) 2,808 -
TOTAL CURRENT LIABILITIES 6,000 4,000
DEFICIENCY IN ASSETS (NOTE 5)
Common stock, $.1 par value,
50,000,000 shares authorized,
496,087 shares issued and
outstanding (Note 4) 50 50
Additional paid-in capital 3,454,662 3,454,662
Accumulated deficit during
the development stage (Note 5) (3,460,712) (3,458,712)
TOTAL DEFICIENCY IN ASSETS (6,000) (4,000)
TOTAL LIABILITIES AND
DEFICIENCY IN ASSETS $ - $ -
See accompanying notes.
(Page FS-2) [Page 15 of 20]
<PAGE> 3
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT DURING THE DEVELOPMENT
STAGE For
the years ended May 31,
1996 1997 1998
Cumulative EXPENSES
Professional fees $ 2,000 $ 2,000 $ 6,000
LOSS FROM CONTINUING
OPERATIONS $ (2,000) $ (2,000) $ (6,000)
DISCONTINUED OPERATIONS,
NET OF INCOME TAXES
Discontinued development
stage activities - - (3,454,712)
LOSS FROM DISCONTINUED
OPERATIONS - - (3,454,712)
NET LOSS (2,000) (2,000) (3,460,712)
BASIC NET LOSS PER SHARE $ (0.004) $ (0.004) $ (6.976)
See accompanying notes.
(Page FS-3) [Page 16 of 20]
<PAGE> 4
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the years ended May 31,
1998 1997
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss $ (2,000) (2,000)
Adjustments to reconcile
net loss to net cash
provided by operating
activities:
Increase (decrease) in
liabilities:
Accrued expenses ( 808) 2,000
Due to related parties 2,808 -
NET CASH USED BY DEVELOPMENT
STAGE OPERATING ACTIVITIES - -
NET INCREASE IN CASH AND
EQUIVALENTS FOR THE PERIOD
AND CUMULATIVE DURING THE
DEVELOPMENT STAGE - -
CASH AND EQUIVALENTS -
BEGINNING OF PERIOD - -
CASH AND EQUIVALENTS -
END OF PERIOD $ - $ -
See accompanying notes.
(Page FS-4) [Page 17 of 20]
<PAGE> 5
Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc.
(A Development Stage Company)
STATEMENTS OF DEFICIENCY IN ASSETS
Common Par Additional Accumulated Total
Stock Value Paid-in Deficit Deficiency
Balance
May 31, 1996 496,087 $ 50 $ 3,454,662 $ (3,456,712) $ (2,000)
Balance
May 31, 1997 496,087 50 3,454,662 (3,458,712) (4,000)
Balance
May 31, 1998 496,087 50 3,454,662 (3,460,712) (6,000)
See accompanying notes.
(Page FS-5) [Page 18 of 20]
<PAGE>6
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Activity
Internet Stock Market Resources, Inc. f/k/a Internet Stock Exchange Corp.
f/k/a Sea Venture Cruises, Inc. (Company) is a Delaware corporation. The
Company is a corporation, organized by virtue of a merger with Trans America
Enterprises, Inc., a Texas corporation, and Sea Venture Cruises, Inc., a
Delaware corporation. The Company obtained its latest effective certificate
of merger from the State of Delaware on June 14,1989. The Company changed its
name to Internet Stock Market Resources, Inc. as of March 26, 1998.
The Company has been inactive since 1989, when it discontinued its luxury
passenger and one-day cruises business. From 1989 to the present time, the
Company has not actively engaged in a specific business, however, management
is pursuing possible business opportunities.
Basic Net Loss Per Share
Basic per share information is computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding. No warrants or options were outstanding.
Income Taxes
The Company follows Statement of Financial Accounting Standards No. 109 (FAS
109), "Accounting for Income Taxes". FAS 109 is an asset and liability
approach that requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of the difference in events that
have been recognized in the Company's financial statements compared to the
tax returns.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures. Accordingly, actual
results could differ from those estimates.
Development Stage Company
The Company has been inactive for the past several years thus has not yet
generated any revenues and, as such, it is considered a development stage
company.
NOTE 2. RELATED PARTY TRANSACTIONS
On March 15, 1990, the Company issued 443,988,735 restricted common shares
to M.C.K. Marine Enterprises, Inc. in exchange for a loan of $1,605,800.
M.C.K. Marine Enterprises, Inc. was owned by one of the major shareholders
of the Company.
Partial payment of accrued expenses were paid by an affiliated company,
through common ownership, in the amount of $2,808 and is included in the "Due
to related parties."
NOTE 3. INCOME TAXES
Deferred income taxes (benefits) are provided for certain income and
expenses, which are recognized in different periods for tax and financial
reporting purposes. Sources of temporary differences and the resulting assets
and liabilities are as follows:
Deferred Tax
Asset
Net operating loss carryforward $ 2,854,686
Effective tax rate 39%
1,113,328
Valuation allowance (1,113,328)
$ -
Statement of Financial Accounting Standard No. 109 requires the use of an
asset and liability method of accounting for income taxes. Statement No. 109
provides for the recognition and measurement of deferred income tax benefits
based on the likelihood of their realization in future years. A valuation
allowance has been established since it is likely that a portion of the
deferred income tax benefits will not be realized.
The Company has a net operating loss carryforward of approximately $2,855,000
for federal and state income tax purposes to offset future taxable income.
These losses expire in 2018.
(Page FS-6) [Page 19 of 20]
<PAGE> 7
NOTE 4. REVERSE STOCK SPLIT
On March 15, 1998, the Board of Directors authorized a 1 for 1,000 reverse
stock split, to be effective as of April14,1998, for all of the then issued
and outstanding shares of the Company's common stock. As a result of the
reverse stock split, the Company's issued and outstanding shares of common
stock were reduced from 494,405,953 to 494,406. The financial statements
give retroactive effect to this reverse stock split.
NOTE 5. GOING CONCERN
As shown in the accompanying financial statements, the Company incurred net
losses of $6,000 for the three years ended May 31, 1998 and has been inactive
since 1989. As a result the Company has a negative working capital and a
deficiency in assets. The financial statements do not include any adjustments
that might be necessary should the Company be unable to continue as a going
concern.
(Page FS-7) [Page 20 of 20]
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE PERIOD ENDED MAY 31, 1998 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUN-01-1997
<PERIOD-END> MAY-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> (6,000)
<CURRENT-LIABILITIES> 6,000
<BONDS> 0
0
0
<COMMON> 3,454,712
<OTHER-SE> (3,460,712)
<TOTAL-LIABILITY-AND-EQUITY> (6,000)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,000)
<DISCONTINUED> (3,454,712)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,460,712)
<EPS-PRIMARY> (6.976)
<EPS-DILUTED> (6.976)
</TABLE>
