U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 0-30489
YAAK RIVER RESOURCES, INC.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
COLORADO 84-1097796
- ------------------------------- --------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2501 EAST THIRD STREET, CASPER, WYOMING 82609
---------------------------------------------
(Address of principal executive offices)
(307) 235-0012
-------------------------
(Issuer's telephone number)
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 ___
As of April 30, 2000, 59,666,000 shares of common stock, par value
$0.0001 per share, were outstanding.
Transitional Small Business Disclosure Format: Yes___ NO _X_
This Form 10-QSB consists of 16 pages. Exhibits are indexed at
page 6.
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Please see pages F-1 through F-7.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
PLAN OF OPERATIONS
The Company's plan of operations has two aspects. Management
intends to pursue both of those aspects on a concurrent basis until
such time as it appears that the Company has a strong prospect of
carrying one of the aspects to a successful conclusion.
First, management intends to seek out and pursue a business
combination with one or more existing private business enterprises
that may wish to take advantage of the Company's status as a public
corporation. At this time, management does not intend to target any
particular industry but, rather, intends to judge any opportunity on
its individual merits.
Second, management intends to seek opportunities to develop
the Company's unimproved real estate holdings in Teller County,
Colorado. See "Company Properties," below. Both the risks and the
potential rewards of this real-estate-development possibility are
substantial. See "Summary Description of Possible Plan of
Operations for the Company's Properties," below.
Management is unable at this time to predict which of the two
aspects of its current business plan will prove to be the more
attractive one as events unfold. A full assessment of the needs and
the potentials of the real-estate-development possibility, in
particular, has not yet been made. Management intends to begin to
make such an assessment in the near future.
COMPANY PROPERTIES
In 1999, a real-estate development business opportunity in
Teller County, Colorado, was brought to management's attention. The
nucleus of the opportunity consisted of the availability of 91
unimproved lots zoned for residential development. The lots
comprise a total of approximately 4.7 acres of land. They are
located in the scenic Pike's Peak region approximately six miles by
road from the historic mining town of Cripple Creek, Colorado, and
approximately 40 miles by highway from the Colorado Springs
metropolitan area.
The Company acquired the lots on September 25, 1999, from
Donald J. Smith of Casper, Wyoming. Mr. Smith was elected to be a
Director of the Company at the Company's 1999 Annual Meeting of
Shareholders held on December 18, and was then appointed by the
Board of Directors to serve as President of the Company. In
connection with the purchase, the Company's board of directors
deemed the lots to have a total fair market value of $162,000. The
purchase price was paid in the form of approximately 23,000,000
treasury shares of the Company's common stock. See Note 2 of Notes
to Financial Statements.
2
<PAGE>
As stated above, the Company's board of director's determined
that the lots had a fair market value, at the time of their
acquisition by the Company, of $162,000. The lots were acquired,
however, from a person who, as a result of the acquisition, became
an affiliate of the Company. In such a transaction, generally
accepted accounting principles require that the lots be carried on
the Company's balance sheet not at their market value or at their
cost to the Company but, rather, at their historical cost to the
affiliate. The affiliate/seller, Donald J. Smith, paid a total of
$35,743 for the lots in 1992. Accordingly, the asset value of the
lots is carried on the Company's balance sheet at that lower,
historical figure. See Note 2 of Notes to Financial Statements.
SUMMARY DESCRIPTION OF POSSIBLE PLAN OF OPERATIONS FOR THE COMPANY'S
PROPERTIES
A. Economic Concept.
The economic theory that underlies the
real-estate-development aspect of the Company's business plan has
three bases.
The primary basis of the plan is found in the local economy
of Cripple Creek, Colorado. In 1991, limited-stakes gaming became
legal in three historical mining communities in Colorado. Cripple
Creek is one of the three. Subsequent to the legalization of
limited-stakes gaming, Cripple Creek has developed an active casino
business. This activity has created a demand for residential
housing, particularly among casino workers but also among service
workers in businesses, such as the food and beverage businesses,
that are supported by the casino trade. Management believes that
the supply of existing housing to meet this demand is very limited.
Two additional economic bases for the real-estate-development
aspect of the Company's business plan are of lesser significance,
but deserve nevertheless to be identified. The first of these lies
in the ongoing geographical expansion of the Colorado Springs
residential base.
The second additional basis lies in the local, regional,
national, and worldwide demand for second homes and vacation homes
in areas having attractive natural or historical settings.
Management believes that the sources of this demand include (i) the
strength of the U.S. economy, (ii) new concentrations of wealth
created by the success of the U.S. stock markets in general, and by
the phenomenon of tech-company stock options and the like, (iii)
substantial inter-generational wealth transfers to the so-called
baby-boomer generation, (iv) relatively low interest rates, and (v)
availability of the mortgage-interest deduction. Management
believes that the historical and natural attractions of the Pike's
Peak region, together with reasonable proximity to the business and
transportation hub of Colorado Springs, form a base from which this
demand can be exploited.
B. Alternative Approaches to Development of the New
Properties
Management is in the early stages of evaluating the tack it
intends to take to exploit the Company's properties. Critical
issues as to financing, staffing, identification of development
partners or builders, and the like, have not advanced beyond the
discussion stage. As a result, management's intentions with respect
to the properties can be described only in outline form. It is more
likely than not that those intentions will undergo considerable
change in the near term.
3
<PAGE>
Subject to those limitations, management currently believes
that possible business strategies include the following:
1. The Company could contract with, or enter into a joint
venture with, a development firm to develop the entire
package of lots.
2. The Company could market the lots directly to consumers
through local, regional, or national promotions.
3. The Company could "gin up" to be its own prime contractor.
4. Instead of trying to develop the properties as a whole,
the Company could act as a custom builder or a spec.
builder for individual lots, one by one.
Development might consist of stand-alone residences,
multi-unit housing, or mobile-home parks.
C. Financial Requirements of the Alternatives Listed in B,
above
The Company's properties are in an unimproved state. The
greatest initial cost associated with any of the options listed
above, therefore, would be that of installing streets and utilities.
Management estimates that the cost of such basic improvements would
be in the range of $4 million to $5 million. The Company's
properties lie many miles by mountain highway from the nearest
sources of building materials and equipment. As a result, the cost
of transportation would be a significant component of the overall
cost of basic improvements. Management believes that this cost is
among the factors that have inhibited other developers from
attempting to satisfy the sizeable, unmet demand for housing that
became obvious in Cripple Creek beginning in 1991.
Aside from capital required to meet the costs of basic
improvements, substantial capital would be required to implement
most of the alternatives listed in B, above. The Company does not
currently have sources for such capital, and there is no certainty
that such sources will become available in the future.
Management has held preliminary discussions with possible
conventional and venture-capital lenders. In those discussions, the
lenders have expressed a preference to offer financing only with
respect to the most desirable of the lots contained in the new
properties, and have insisted that the Company subordinate its
interest in the properties in favor of project financing. In such
circumstances, a failure of the project would result in foreclosure
on the project financing, and a consequent loss by the Company of
its interest in the properties. Management does not believe a risk
of this magnitude to be appropriate for a public corporation and,
therefore, determined not to consider such subordination. The
Company's unwillingness to subordinate its interest in the
properties to providers of project financing will limit the
Company's ability to obtain capital to develop the properties.
4
<PAGE>
D. Other Special Business Risks Associated with the
Company's Plan of Operations
In addition to the financial risks described in C, above, the
real-estate-development aspect of the Company's business plan
outlined in this section entails a high degree of business risk.
Among the risk factors are:
1. Interest rate increases, which are likely to have a
negative impact upon:
a. the availability of purchase financing to
potential buyers of improved or unimproved
properties of the Company; and
b. the availability of project financing to the
Company or its contractors.
2. Changes in tax laws that might result, for example, in
a loss or diminution of the mortgage-interest deduction.
3. A downturn in the local or general U.S. economies, thus
depressing demand for developed or unimproved properties.
4. Competition from other development projects, both local
and regional.
5
<PAGE>
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
Exhibit No. Description Location
27 Financial Date Schedule
6
<PAGE>
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
<PAGE>
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<S> <C> <C>
March 31, December 31,
1999 1999
------------ ------------
ASSETS
CURRENT ASSETS:
Cash $ 20,990 $ -
Investment - Properties 35,743 35,743
--------- ---------
Total current assets 56,733 35,743
--------- ---------
OTHER ASSETS
Organizational Costs - Net of Amortization - -
--------- ---------
Total Other Assets - -
--------- ---------
TOTAL ASSETS $ 56,733 35,743
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 2,000 $ 2,000
Advance from (YRML) Purchase, 1.5 Units - -
Shareholder Loans 22,000 22,000
-------- --------
Total current liabilities 24,000 24,000
STOCKHOLDERS' EQUITY
Series A Common Stock, par value $.0001 per share;
250,000,000 Shares, Issued and outstanding -
59,666,000 and 56,666,000 respectively 5,966 5,666
Series B Common Stock, par value $.0001 per share;
Authorized 250,000,000 Shares, Issued
and outstanding, None - -
Capital paid in excess of par value 325,363 304,663
Deficit accumulated
during the development stage (298,596) (298,586)
---------- --------
TOTAL STOCKHOLDERS' EQUITY 32,733 11,743
--------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 56,733 $ 35,743
========= ========
</TABLE>
F-1
<PAGE>
Yaak River Resources, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<S> <C> <C> <C>
For the Three For the June 10, 1988
Month Period Year Ended (Inception)
Ended March December 31, thru March
31, 2000 1999 31, 2000
------------ ------------ ------------
REVENUE $ - $ - $ -
EXPENSES
Amortization - - 1,500
Bank Charge 10 56 545
Legal & Accounting - 5,562 58,904
Director Fees - - 800
Office Expense - 382 7,843
Stock Fees & Other Costs - 65 10,072
Administration/Consulting - 9,139 124,990
Mining Assessments & Fees - - 75,479
Bad Debt - - 6,250
Rent/Telephone - - 12,213
-------- -------- ---------
Total Expenses 10 15,204 298,596
NET LOSS ACCUMULATED DURING
THE DEVELOPMENT STAGE $ (10) $ (15,204) $ (298,596)
======== ======== =========
* - NET LOSS PER COMMON SHARE
IS LESS THAN $.002 $ * $ *
======== ========
Weighted average number of
Common shares outstanding 59,666,000 56,666,000
========== ==========
</TABLE>
F-2
Yaak River Resources, Inc.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<S> <C> <C> <C>
For the Three For the June 10, 1988
Month Period Year Ended (Inception) to
Ended March December 31, December 31,
31, 2000 1999 1999
------------ ---------- -------------
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss Accumulated During
The Development Stage $ (10) $ (15,204) $ (298,596)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Amortization and Depreciation - - 1,500
Organization Costs - - (1,500)
(Decrease) Increase in
Accounts Payable - (104,772) 2,000
Decrease(Increase) in
Accounts Receivable - - -
(Decrease) Increase in
Loans to Shareholder - (7,406) 22,000
------- -------- -------
Net cash flows used in
operating activities (10) (127,382) (274,596)
CASH FLOWS FROM
INVESTING ACTIVITIES
Exchange of properties - net - 147,167 147,167
Investment Purchase - - (305,410)
------- ------- ---------
Net cash used in
investing activities - 147,167 (158,243)
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of common stock 21,000 - 22,800
Loan from LP Investors - (20,000) -
Proceeds from Long-Term Debt - - 167,500
Payment of Long-Term Debt - - (45,000)
Proceeds from Sale of Stock - - 308,529
--------- -------- ---------
Net cash flows provided by
financing activities 21,000 (20,000) 453,829
--------- -------- ---------
Net Increase (Decrease)
in cash 20,990 (215) 20,990
Cash at beginning of period - 215 -
----------- --------- -----------
Cash at end of period $ 20,990 $ - $ 20,990
=========== ============ =============
Supplemental Disclosure of
Cash Flow Information:
Cash paid during the period
For interest $ - $ - $ -
========== ========== ===========
Cash paid during the period
For income taxes $ - $ - $ -
========== ========== ===========
</TABLE>
Noncash Investing and financing activities:
In 1999, the Company exchanged properties with a book value of $182,910 to a
related party in payment of liabilities of $147,167 and land with book value
of $35,743.
F-3
<PAGE>
Yaak River Resources, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Capital Paid Accum. During
Common In Excess of the Development
# of Shares Stock Par Value Stage Totals
----------- ------ ------------ --------------- ------
June 10, 1988
(Inception) - $ - $ - $ - $ -
Issuance of common
Stock: January 6,
1989 (for services) 10,000,000 1,000 500 - 1,500
January 6, 1989)
(for cash) 5,000,000 500 - - 500
November 27, 1989
(Public offering) 2,266,000 266 12,353 - 12,619
Net Loss - - - (3,765) (3,765)
---------- ----- ------- -------- ------
Balance-
December 31, 1989 17,666,000 1,766 12,853 (3,765) 10,854
Net Loss - - - (10,129)(10,129)
---------- ----- ------- -------- ------
Balance-
December 31, 1990 17,666,000 1,766 12,853 (13,894) 725
Net Loss - - - (300) (300)
---------- ----- ------- -------- ------
Balance-
December 31, 1991 17,666,000 1,766 12,853 (14,194) 425
Issuance of common
Stock: January 10,
1992 (for assets
YRML) 30,000,000 3,000 134,910 - 137,910
Net Loss - - - (47,589)(47,589)
---------- ----- ------- -------- ------
Balance-
December 31, 1992 47,666,000 4,766 147,763 (61,783) 90,746
Issuance of common
Stock:
June 30, 1993
(for cash) 6,000,000 600 149,400 - 150,000
June 30, 1993
(for services) 3,000,000 300 - - 300
Net Loss - - - (54,951)(54,951)
---------- ----- ------- -------- ------
Balance-
December 31, 1993 56,666,000 5,666 297,163 (116,734) 186,095
Net Loss - - - (26,293) (26,293)
---------- ----- ------- -------- ------
Balance-
December 31, 1994 56,666,000 5,666 297,163 (143,027) 159,802
Net Loss - - - (17,764) (17,764)
---------- ----- ------- -------- ------
Balance-
December 31, 1995 56,666,000 5,666 297,163 (160,791) 142,038
Net Loss - - 7,500 (19,842) (12,342)
---------- ----- ------- -------- ------
Balance-
December 31, 1996 56,666,000 5,666 304,663 (180,633) 129,696
Net Loss - - - (24,037) (24,037)
---------- ----- ------- -------- ------
Balance-
December 31, 1997 56,666,000 5,666 304,663 (204,670) 105,659
Net Loss - - - (78,712) (78,712)
---------- ----- ------- -------- ------
Balance-
December 31, 1998 56,666,000 5,666 304,663 (283,382) 26,947
Net Loss - - - (15,204) (15,204)
------- ------ ---------- -------- ------
Balance - December 31,
1999 56,666,000 5,666 304,663 (298,586) 11,743)
------- ------ ---------- -------- ------
Issuance of common
Stock for cash:
June 30, 1993 3,000,000 300 20,700 - 21,000
------- ------ ---------- -------- ------
Net loss for three
month period - - - (10) (10)
------- ------ ---------- -------- ------
Balance - March 31,
2000 59,666,000 $5,966 $325,363 $(298,596) $32,733
========== ====== ======== ======== ======
</TABLE>
F-4
<PAGE>
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 1 - Organization and Summary of Significant Accounting Policies:
Organization:
On June 10, 1988, Yaak River Resources, Inc. (the Company) was
incorporated under the laws of Colorado under the name of Andraplex
Corporation. The name was changed at the annual shareholder's meeting on
January 10, 1992. The Company's primary purpose is to engage in selected
acquisitions and development of mineral and mining properties.
Basis of Accounting:
The accompanying financial statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting
principles.
Development Stage Company
The Company has not earned significant revenue from planned principal
operations. Accordingly, the Company's activities have been accounted
for as those of a "Development Stage Enterprise" as set forth in
Financial Accounting Standards Board Statement No. 7 ("SFAS 7").
Among the disclosures required by SFAS 7 are that the Company's financial
statements be identified as those of a development stage company, and
that the statements of operation, stockholders' equity (deficit) and
cash flows disclose activity since the date of the Company's inception.
The Company's fiscal year end is December 31.
Initial Public Offering:
In the Company's initial public offering, which was closed on November
27, 1989, the Company sold 2,580,000 units (the Units). 86,000 additional
shares were issued to the underwriters. Each Unit consisted of one (1)
share of Series A Common Stock, one (1) A Warrant exercisable at $.05,
one (1) B Warrant exercisable at $.10.
Costs, consisting of $9,444 and 86,000 shares of Series A Common Stock,
incurred to complete the registration were offset against the gross
proceeds.
Cash and Cash Equivalents:
For purposes of the statement of cash flows, the Corporation considers
all cash and other highly liquid investments with initial maturities
of three months or less to be cash equivalents.
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.
F-5
<PAGE>
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 2 - Purchase of Properties:
On January 10, 1992, at the Annual Meeting of Shareholders, the
shareholders voted unanimously to purchase certain mineral and mining
properties (the Properties) located in the State of Montana, including
leases, drawings, engineering studies and other tangible and intangible
assets associated with the Properties. The seller of the Properties was
Yaak River Mines, Ltd. They received 30,000,000 shares of Series A Common
Stock. The issuance of the 30,000,000 shares of Series A Common Stock was
exempt from registration under the exemption provided in Section 4(2) of
the Securities Act of 1933, as amended.
The Company is the beneficiary of 16,000,000 of the above shares which
are being held in the Con Tolman Memorial Trust C. 8,000,000 additional
shares of the Company were placed in the trust as part of the original
purchase of the Company.
On November 20, 1999, the Company voted to close the Con Tolman Memorial
Trust and exchange 23,168,000 shares for 92 building lots in Victor,
Colorado. The remaining 832,000 shares were transferred to Yaak River
Resources, Nevada in lieu of payment of shareholder loans.
Note 3 - Yaak River Resources Timber Division, Limited Partnership:
On August 14, 1992, the Company formed a limited partnership, Yaak River
Resources Timber Division L.P. (the Partnership), a Colorado limited
partnership, with subscriptions for 40 Units at $5,000 per Unit for an
aggregate price of $200,000. Each Unit contains 1/40th interest in the
Partnership and 150,000 shares of Series A Common Stock of the Company.
The Company is the general Partner of the Partnership. As a part of the
formation of the Partnership, the Company agreed to reserve 6,000,000
shares of its Series A Common Stock for the Partnership. Said 6,000,000
shares of Series A Common Stock represents the shares offered in the Units
issued by the Partnership. The Partnership was formed for the purpose of
developing certain available natural resources on properties under the
management of the Company.
On June 30, 1993, the Company sold Six Million (6,000,000) shares of its
$0.0001 par value Series Common Stock for the issuance to the purchasers
of the Limited Partnership interests in the Yaak River Resources, Timber
Division L.P., for $150,000.
On November 20, 1999, the Company voted to terminate the Partnership
and asset interests be distributed prorata to each partner.
Note 4 - Net (Loss) Per Common Share:
The net (loss) per common share of the Series A Common Stock is computed
Based on the weighted average number of shares outstanding.
F-6
<PAGE>
YAAK RIVER RESOURCES, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000
Note 5 - Income Taxes:
The Company has made no provision for U.S. federal, state, or foreign income
taxes for any period because the Company has incurred losses in all periods and
for all jurisdictions.
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components
of deferred tax assets are as follows:
Deferred tax assets
Net operating loss carryforwards $298,596
Valuation allowance for deferred tax assets (298,596)
-------
Net deferred tax assets $ -
Realization of deferred tax assets is dependent upon future earnings, if any,
the timing and amount of which are uncertain. Accordingly, the net deferred tax
assets have been fully offset by a valuation allowance. As of March 31, 2000,
the Company had net operating loss carryforwards of approximately $298,596 for
federal income tax purposes. These carryforwards, if not utilized to offset
taxable income begin to expire in 2004. Utilization of the net operating loss
may be subject to substantial annual limitation due to the ownership change
limitations provided by the Internal Revenue Code and similar state provisions.
The annual limitation could result in the expiration of the net operating loss
before utilization.
F-7
<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.
Date: May 12, 2000 YAAK RIVER RESOURCES, INC.
By: /s/ Donald J. Smith
--------------------------
Donald J. Smith, President (Principal
Executive Officer)
By: /s/ James K. Sandison
-----------------------------
James K. Sandison, Secretary and
Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
<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.
Date: May 12, 2000 YAAK RIVER RESOURCES, INC.
By: /s/ Donald J. Smith
--------------------------
Donald J. Smith, President (Principal
Executive Officer)
By: /s/ James K. Sandison
-----------------------------
James K. Sandison, Secretary and
Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET AND STATEMENTS OF LOSS AND ACCUMULATED DEFICIT AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10QSB FOR THE QUARTER
ENDED MARCH 31, 2000.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 20990
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 56733
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 56733
<CURRENT-LIABILITIES> 24000
<BONDS> 0
0
0
<COMMON> 5966
<OTHER-SE> 26765
<TOTAL-LIABILITY-AND-EQUITY> 56733
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 10
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (10)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10)
<EPS-BASIC> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
