SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter period ended March 31, 1997
Commission file number 023726
GOLDEN EAGLE INTERNATIONAL, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Colorado 84-1116515
---------------------- ------------------
(State of incorporation) (I.R.S. Employer
Identification No.)
4949 South Syracuse Street, Ste. #300, Denver, CO 80237
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 694-6101
--------------
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 the filing
requirements for at least the past 90 days.
Yes X No
------- -------
As of March 31, 1997, there were 44,517,143 shares of common stock outstanding,
par value $.0001, and 12,752,391 shares of common stock were issuable.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
The unaudited Financial Statements for the Quarter Year ended March 31,
1997 are attached hereto. Please refer to pages F-1 through F-6.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
------------------------------------------------------------------------
Results of Operations for the Quarter ended March 31, 1997
The Company has had no revenues in this quarter. It incurred operating
expenses in the amount of $86,042 and incurred an operating loss of $86,042. For
the same period in 1996, the Company incurred operating expenses of $1,046,706
and had no revenue for an operating loss of $1,046,706. The Company expects that
these expenses will increase and, as well, the Company will incur promotional
expenses, and legal and accounting fees. General and administrative expenses and
salaries or consulting fees will continue at an increased rate. The Company is
in the process of setting up equipment to commence limited mining operations.
Increased operating expenses can be expected as a future trend.
Net income (loss) for the period was ($115,987) for a loss of ($.002) per
share, as compared to a net loss for the same period in 1996 of ($1,066,791) for
a loss of ($.026) per share.
Changes in Financial Conditions and Liquidity.
The Company had operating capital of $304,838 at period end. As of period
end the Company had $2,390,309 in assets, which consisted of $304,838 in cash,
$790,474 in exploration and development costs of the mining prospect, $1,188,930
in mining equipment and vehicles not yet placed in service, $33,569 in mining
equipment, and $18,282 in office equipment. The major components of the increase
in assets resulted from loans and equity investment in stock, and the exchange
of 2,993,191 shares of stock for mining equipment valued at $1,000,000 to be
used at the mining prospect.
The Company had received a $240,000 loan from Frost Bank on February 11,
1997 which helped cover its short-term cash needs. On March 13, 1997 the bank
agreed to loan the Company $1 million pursuant to a revolving line of credit
agreement due June 1, 1998 and bearing interest at the prime rate (8 1/2% as of
March 31, 1997). The loan is personally guaranteed by an officer of the Company
(Mary Erickson, its former president and principal shareholder), secured by a
pledge of 13,500,000 shares of common stock of the Company owned by a
corporation wholly-owned by the officer, and is further secured as described
below. The proceeds from the $1 million loan will retire the earlier $240,000
bank bridge loan. As of March 31, 1997 the loan had not closed. The $1 million
bank loan described above will be secured by the pledge of certain trust assets
of relatives of an officer (and former president) for the term of the loan,
which is currently a period of five years from closing of the loan. As
consideration for the relatives' pledge, the Company has agreed to issue a total
of 20,000,000 shares of common stock to the relatives.
At year end 1996, the Company had a total of $824,760 in assets, consisting
of $11,741 in cash. At year end 1996 the Company had current liabilities of
$604,705 and long term debt of $826,765. At period end, the Company had total
liabilities, $569,878 of which were current, of $1,570,277, compared to
$1,431,470 at 1996 year end. Of the liabilities, $188,500 consisted of
2
<PAGE>
convertible debentures, and $280,952 consisted of accounts payable and a bank
overdraft. Long-term debt stood at $1,000,399 at quarter end. Advances from
officers and related parties included in current liabilities were $41,900.
As of March 31, 1997, the Company had negotiated a $1 million credit
facility with Frost Bank, although the final closing did not occur until early
in the second quarter of 1997. From the credit facility, the $240,000 loan
outstanding was paid (see Item 5, "Other Information", for details). The credit
line will facilitate the Company's financial investment in start-up of mining
operations on its mineral prospect in Bolivia.
In addition, the Company obtained private equity investments of $711,470
for operating capital.
The Company had $304,838 cash at quarter end.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
There is an active civil investigation of the Company and its officers by
the Denver Regional Office of the Securities and Exchange Commission into
violations of the Securities Act of 1933 and Securities Exchange Act of 1934.
There is no disposition at this date but it could result in SEC actions against
the Company and its officers, directors, or control shareholders for injunctive
relief and penalties. The Company has agreed to a proposed settlement with the
Securities and Exchange Commission which would include an injunction against any
future violations; however, approval of such proposal is still pending with the
SEC in Washington, DC.
The Company is Plaintiff in Case No. 96-043428 in Superior Court, Pinal
County, Arizona. The Company sued Mineral Mountain Mining Co. and James and
Diane Brown alleging fraud and misrepresentations and for refund of monies paid
and benefits received. A jury trial has been set for October 15, 1997. The
future outcome cannot be predicted at this time.
During 1995, the Company engaged a person it believed was an independent
mining engineer as a consultant. In 1996, the consultant claimed the Company
liable for unpaid services and expenses totaling $78,440. The Company believes
that the consultant did not provide the services contracted, usurped business
opportunities, and tortiously interfered with the Company. No litigation has
been filed to date between the parties and the Company is still assessing its
position. An evaluation as to the outcome of this matter cannot be made at this
time.
Item 2. Changes in Securities
---------------------
None.
Item 3. Defaults upon Senior Securities
-------------------------------
None.
3
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None.
Item 5. Other Information
-----------------
The Company has agreed to issue an additional 5,000,000 shares of common
stock for renewal and extension to January 1, 2000 of $450,000 and $228,341 in
prior loans to the Company by relatives and abatement of $25,000 in previously
accrued interest. Also, as a part of the renewal agreement, the Company agreed
to assume a $165,000 personal loan of an officer (and former president) from a
relative as a partial offset to total amounts owed the same officer. The
$165,000 loan, which was previously advanced to the Company by the officer, has
been extended to January 1, 2000 and is unsecured, bearing interest at 9%.
On September 18, 1996 the Company initiated an agreement to purchase
certain mining equipment located in Bolivia from an individual for $20,000 cash
and convertible debentures totaling $1 million. Closing of the agreement was on
February 10, 1997. The debentures holder has subsequently notified the Company
of his desire to convert his debentures into 2,993,191 shares of common stock.
All voting rights associated with the stock issued are to be placed in a voting
trust with the Company's Board of Directors as trustee.
Item 6. Exhibits and Reports on Form 8-K:
---------------------------------
(a) The following are filed as Exhibits to this Quarterly Report. The
numbers refer to the Exhibit Table of Item 601 of Regulation S-K:
27.1 Financial Data Schedules
(b) Reports on Form 8-K filed during the three months ended March 31, 1995
(incorporated by reference):
January 30, 1997
February 14, 1997
May 2, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GOLDEN EAGLE INTERNATIONAL, INC.
(Registrant)
Date: May 30, 1997. by: /S/ TERRY C. TURNER
-----------------------------------
Terry C. Turner, President
4
<PAGE>
- --------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Financial Statements
Table of Contents
- --------------------------------------------------------------------------------
PAGE
----
Consolidated Balance Sheet F-1
Consolidated Statement of Operations F-2
Consolidated Statement of Cash Flows F-3
Consolidated Statement of Changes in Stockholders' Equity (Deficit) F-4
Notes to Consolidated Financial Statements F-5
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Balance Sheet
- ------------------------------------------------------------------------------------------------------------------
March 31,
1997 December 31,
(Unaudited) 1996
- ------------------------------------------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash $ 304,838 $ 11,741
Prepaid expense and other costs 37,151 30,897
Income tax refund receivable 8,946 8,946
- ------------------------------------------------------------------------------------------------------------------
Total current assets 350,935 51,584
- ------------------------------------------------------------------------------------------------------------------
PROPERTY AND EQUIPMENT
Exploration and development costs of mining prospect 790,474 570,853
Mining equipment and vehicles not placed in service 1,188,930 158,448
Mining equipment 33,569 33,569
Office equipment 18,282 13,342
- ------------------------------------------------------------------------------------------------------------------
2,031,255 776,212
Less accumulated depreciation (8,980) (7,811)
- ------------------------------------------------------------------------------------------------------------------
2,022,275 768,401
- ------------------------------------------------------------------------------------------------------------------
DEPOSITS AND OTHER 17,099 4,775
- ------------------------------------------------------------------------------------------------------------------
$ 2,390,309 $ 824,760
==================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Convertible debentures $ 188,500 $ 188,500
Loans from related parties 41,900 46,900
Notes payable and loan -- 89,558
Accounts payable 280,952 400,581
Accrued interest 17,852 74,566
Other accrued liabilities 40,674 40,000
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities 569,878 604,705
- ------------------------------------------------------------------------------------------------------------------
LONG - TERM DEBT 1,000,399 826,765
- ------------------------------------------------------------------------------------------------------------------
Total liabilities 1,570,277 1,431,470
- ------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock, par value $.01 per share;
shares authorized 10,000,000; none issued -- --
Common stock, par value $.0001 per share; authorized
800,000,000 shares; issued and outstanding 44,517,143 shares 4,452 4,452
Common stock issuable, 12,752,391 and 2,384,500 shares, respectively 2,224,629 446,500
Additional paid-in capital 1,856,949 1,856,949
Deficit accumulated during the development stage (3,265,998) (3,150,011)
- ------------------------------------------------------------------------------------------------------------------
Total stockholders' equity (deficit) 820,032 (842,110)
- ------------------------------------------------------------------------------------------------------------------
$2,390,309 $589,360
==================================================================================================================
See accompanying notes.
F-1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
(Unaudited)
- ------------------------------------------------------------------------------------------------------------------------
July 21, 1988
Three Months Ended (Inception)
March 31, Through
---------------------------- March
1997 1996 31, 1997
- ------------------------------------------------------------------------------------------------------------------------
REVENUE
<S> <C> <C> <C>
Interest from loans $ -- $ -- $ 11,727
Commissions -- -- 6,708
Other -- -- 3,681
- ------------------------------------------------------------------------------------------------------------------------
Total revenue -- -- 22,116
- ------------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES 86,042 1,046,706 3,161,692
- ------------------------------------------------------------------------------------------------------------------------
OPERATING (LOSS) (86,042) (1,046,706) (3,139,576)
- ------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE)
Interest expense (25,875) (20,085) (132,800)
Interest income 14 -- 1,740
Loss on sale and retirement of equipment (4,084) -- (21,398)
Gain on marketable securities -- -- 124,336
Write off advances to Mineral Mountain Mining Co. -- -- (78,000)
Write off loan to investment advisor -- -- (15,000)
- ------------------------------------------------------------------------------------------------------------------------
Total other income (expense) (29,945) (20,085) (121,122)
- ------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) $ (115,987) $ (1,066,791) $ (3,260,698)
========================================================================================================================
EARNINGS (LOSS) PER SHARE $ (.002) $ (.026) $ (.270)
========================================================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING 49,902,881 41,609,234 12,077,820
========================================================================================================================
See accompanying notes.
F-2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------------------------------------------------
July 21, 1988
Three Months Ended (Inception)
March 31, Through
---------------------------- March
1997 1996 31, 1997
- --------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income (loss) $ (115,987) $(1,066,791) $(3,260,698)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Accrued interest converted to stock 16,659 -- 16,659
Loss on retirement of equipment 4,084 -- 5,398
Depreciation 2,085 1,743 12,710
Stock issued and issuable for services -- 805,125 1,405,919
Write off advances to Mineral Mountain Mining Co. -- -- 78,000
Write off loan to investment advisor -- -- 15,000
Fair value of officer salary expensed -- -- 20,000
Loss (gain) from investments -- -- (114,670)
Changes in operating assets and liabilities:
Prepaid expense and other costs (6,254) (53,876) (37,151)
Income tax refund receivable -- -- (8,946)
Accounts payable and accrued liabilities (175,669) 100,679 339,478
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows (used for) operating activities (275,082) (213,120) (1,528,301)
- --------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in property and equipment (260,043) (196,579) (1,040,283)
Deposits and other assets (12,324) (3,400) (17,099)
Advances to Mineral Mountain Mining Co. -- -- (78,000)
Loan to investment advisor -- -- (15,000)
Proceeds from investments sales -- -- 184,380
Purchase of investment securities -- -- (59,478)
Purchase of subsidiary (net of cash acquired) -- -- (2,700)
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows from (used for) investing activities (272,367) (199,979) (1,028,180)
- --------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from bank bridge loan 240,000 -- 240,000
Loans from related parties 60,000 304,758 1,269,880
Repayments of loans from related parties (90,564) (100,000) (423,766)
Proceeds from notes payable -- 5,000 139,558
Repayment of notes payable and bank loan (80,360) (10,422) (90,782)
Proceeds from convertible debentures -- -- 188,500
Common stock issuable and issuable 711,470 217,030 1,600,993
Stock issuance costs -- -- (63,064)
- --------------------------------------------------------------------------------------------------------------------------
Net cash flows from financing activities 840,546 416,366 2,861,319
- --------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 293,097 3,267 304,838
CASH - BEGINNING OF PERIOD 11,741 32,979 --
- -------------------------------------------------------------------------------------------------------------------------
CASH - END OF PERIOD $ 304,838 $ 36,246 $ 304,838
==========================================================================================================================
See accompanying notes.
F-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock Common Additional
--------------------- Stock Paid-in Stockholder Accumulated
Shares Amount Issuable Capital Receivable Deficit Total
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Inception July 21, 1988 -- $ -- $ -- $ -- $ -- $ -- $ --
Issuance of common stock:
June 1, 1989 for cash
at $.00006 per share 1,666,665 167 -- (67) -- -- 100
June 30, 1990 for cash
at $.03 per share 300,000 30 -- 8,970 -- -- 9,000
July 3, 1990 for cash at
$.003 per share 366,665 37 -- 1,063 -- -- 1,100
50,000 to 1 stock split -- -- -- 4,900 -- -- 4,900
January and March 1991 for
cash at $.30074 per share
from stock offering 268,335 27 -- 59,253 -- -- 59,280
November 1, 1993 - deficit
of acquired subsidiary -- -- -- -- -- (5,300) (5,300)
Acquisition of subsidiary -- -- -- 2,600 -- -- 2,600
Fair value of officer salary -- -- -- 20,000 -- -- 20,000
November 7, 1994, convert debt
to equity at $.003 per share 2,640,830 264 -- 7,659 -- -- 7,923
November 8, 1994, $.00125 per share:
Note receivable from affiliate 20,000,000 2,000 -- 23,000 (25,000) -- --
Legal services 375,000 37 -- 432 -- -- 469
Other (70) -- -- 2,625 -- -- 2,625
Issued for cash in June and
August 1995 ($.01 to $.05
per share), less $41,644
in stock issuance costs 10,052,250 1,005 -- 164,044 -- -- 165,049
Issued for services in 1995
($.07 per share) 2,009,000 201 -- 148,799 -- -- 149,000
Convert notes payable in 1995
($.15625 per share) 800,000 80 -- 124,920 (20,000) -- 105,000
Payment of note by affiliate
in 1995 -- -- -- -- 25,000 -- 25,000
Issuable for cash in 1995($.125
to $.282 per share), 417,500 shares -- -- 80,000 -- -- -- 80,000
Issuable I 1995 for services and
additional consideration for loan
($.07 per share), 328,333 shares -- -- 22,983 -- -- -- 22,983
Collection of receivable January 9, 1996 -- -- -- -- 20,000 -- 20,000
Shares previously subscribed
issued in 1996 568,333 57 (52,983) 52,926 -- -- --
Issued for cash in 1996 ($.05 to
$.25 per share) 21,150 2 -- 5,528 -- -- 5,530
Issuable for cash in 1996 ($.10 to
$.20 per share),
2,207,000 shares -- -- 396,500 -- -- -- 396,500
Issued for services in 1996 ($.07 to
$.30 per share) 5,448,985 545 -- 1,230,297 -- -- 1,230,842
Net loss for the periods -- -- -- -- -- (3,144,711) (3,144,711)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1996 44,517,143 4,452 446,500 1,856,949 -- (3,150,011) (842,110)
Unaudited:
Issuable for cash ($.10 per share),
7,114,700 shares -- -- 711,470 -- -- -- 711,470
Issuable for equipment ($.334
per share), 2,993,191 shares -- -- 1,000,000 -- -- -- 1,000,000
Issuable for conversion of note
payable and accrued interest
($.256 per share), 260,000 shares -- -- 66,659 -- -- -- --
Net loss for the period -- -- -- -- -- (115,987) (115,987)
- ----------------------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1997 44,517,143 $4,452 $2,224,629 $1,856,949 $ -- $(3,265,998) $753,373
==================================================================================================================================
See accompanying notes.
F-4
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
Note A - General
Golden Eagle International, Inc. (a development stage company, the
"Company,") was incorporated in Colorado on July 21, 1988. The Company is
to engage in the business of acquiring, developing, and operating gold,
silver and other precious mineral properties. Activities of the Company
since November 1994 have been primarily devoted to organizational matters
and identification of precious mineral properties considered for
acquisition. Presently, substantially all of the Company's operations and
business interests are focused on a prospect in the Tipuani River area of
the Republic of Bolivia.
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all material adjustments, consisting of only normal recurring
adjustments considered necessary for a fair presentation, have been
included. These statements should be read in conjunction with the financial
statements and notes thereto included in the Company's Form 10-KSB for the
year ended December 31, 1996.
The financial statements include the accounts of Golden Eagle
International, Inc. and its subsidiaries Golden Eagle Bolivia Mining, S.A.
and Eagle Mining of Bolivia, Ltd. All inter-company transactions and
balances have been eliminated.
The results of operations for the three months ended March 31, 1997, are
not necessarily indicative of the results for the remainder of 1997.
Note B - Earnings (Loss) Per Share
Earnings (loss) per share of common stock are computed using the weighted
average number of shares outstanding during each period plus common
equivalent shares (in periods in which they have a dilutive effect).
Weighted average shares include common shares issuable from the date they
became issuable.
Note C - Bank Financing, Notes Payable and Long -Term Debt
Bank Financing
On February 11, 1997, a Texas bank loaned the Company $240,000 pursuant to
a short-term bridge loan at the bank's prime rate, due August 1, 1997. On
March 13, 1997 the bank agreed to loan the Company $1 million pursuant to a
revolving line of credit agreement due June 1, 1998 and bearing interest at
the prime rate (8 1/2% as of March 31, 1997). The loan is personally
guaranteed by an officer of the Company (and its former president and
principal shareholder), including a pledge of 13,500,000 shares of common
stock of the Company owned by a corporation wholly-owned by the officer,
F-5
<PAGE>
- --------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Condensed Consolidated Financial Statements
(Unaudited)
- --------------------------------------------------------------------------------
and is further secured as described below. The agreement called for the
retirement of the earlier $240,000 bank loan from the proceeds of the $1
million. The $1 million bank loan, which closed in the second quarter of
1997, is secured by the pledge of certain trust assets of relatives of an
officer (and former president) for a period of five years from closing of
the loan. As consideration for the relatives' pledge, the Company has
agreed to issue a total of 20,000,000 shares of common stock to the
relatives. The Company also agreed to issue an additional 5,000,000 shares
of common stock for renewal and extension to January 1, 2000, of $450,000
and $228,341 in prior loans to the Company by relatives and abatement of
$25,000 in previously accrued interest. Also, as a part of the renewal
agreement, the Company agreed to assume a $165,000 personal loan of an
officer (and former president) from a relative, as a partial offset to
total amounts owed the same officer of $268,975 as of December 31, 1996.
The $165,000 loan is due January 1, 2000, is unsecured and bears interest
at the prime rate (8 1/2% as of March 31, 1997).
On March 14, 1997, the Company repaid a $50,000, 10% convertible note
payable and accrued interest.
Note D - Common Stock
Sales of Common Stock to Investors
During the three months ended March 31, 1997, the Company received cash of
$711,470 from ten individual investors for which it will issue a total of
7,114,700 shares of common stock.
Purchase of Equipment and Common Stock Issued
On September 18, 1996, the Company initiated an agreement to purchase
certain mining equipment located in Bolivia from an individual for $20,000
cash and convertible debentures or common stock totaling $1 million.
Closing of the agreement was on February 10, 1997. On February 25, 1997 the
individual notified the Company of his desire to exercise an option
pursuant to the debenture agreement to convert the debentures into
2,993,191 shares of common stock.
Conversion of Note Payable to Common Stock
On March 27, 1997, an individual elected to convert a $50,000 15% note
payable, plus accrued interest totaling $16,659, to 260,000 shares of
common stock.
Note E - Related Party Transactions
During the quarter ended March 31, 1997, relatives of an officer loaned the
Company a total of $60,000, with interest ranging from 101/2% to 12%.
During the quarter, $90,564 was repaid the officer and her relatives
against amounts previously loaned the Company.
F-6
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 304,838
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 350,935
<PP&E> 2,031,255
<DEPRECIATION> 8,980
<TOTAL-ASSETS> 2,390,309
<CURRENT-LIABILITIES> 569,878
<BONDS> 1,000,399
0
0
<COMMON> 4,452
<OTHER-SE> 815,580
<TOTAL-LIABILITY-AND-EQUITY> 2,390,309
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 86,042
<OTHER-EXPENSES> 4,070
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 25,875
<INCOME-PRETAX> (115,987)
<INCOME-TAX> 0
<INCOME-CONTINUING> (115,987)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (115,987)
<EPS-PRIMARY> (.002)
<EPS-DILUTED> (.002)
</TABLE>
