<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 10-K/A
(AMENDMENT NO. 1)
---------
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1995 Commission File No. 0-19499
CHAMPION FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
UTAH 88-0169547
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
SUITE 1820, 36 SOUTH CHARLES STREET
BALTIMORE, MARYLAND 21201
(Address of principal executive offices) (Zip code)
</TABLE>
Registrant's telephone number, including area code: (410) 234-0300
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<S> <C>
Name of each exchange on
Title of each class which registered
------------------- --------------------------------
None None
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock
$.001 Par Value
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 X NO
--------- ---------
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO
ITEM 405 OF REGULATION S-K 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. / /
<PAGE> 2
Based on the closing sale price of the Company's common stock of $1.09
on March 31, 1995, the aggregate market value of the Company's common stock
held by non-affiliates was $244,928.45.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
---------- ----------
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of May 4, 1995, 619,302 shares of the Company's common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE.
None.
<PAGE> 3
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial data contained
within the attached financial statements. For more information
regarding the Company's financial data, please refer to the
financial statements contained herein in Item 8.
<TABLE>
<CAPTION>
Years ended March 31,
1995 1994 1993 1992
----------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
Total Revenue $0 $180,417 $246,317 $227,330
Net Income $(49,189) $(919,858) $8,708 $98,811
Net Income Per Share $(0.08) $(1.49) $0.001 $0.016
Total Assets $356,755 $406,844 $1,520,823 $1,525,443
Working Capital $356,755 $405,844 $49,151 $139,120
Long-Term Liabilities 0 0 $195,000 $195,000
Stockholders' Equity $356,755 $405,944 $1,279,599 $1,281,112
</TABLE>
The selected financial data is not comparable, because the
Company has participated in several business activities over the
years. As stated in Note A to the financial statements as of
March 31, 1995, in 1992 the Company changed its focus to engage
in international trade, and liquidated its real estate holdings
and ceased its computer engineering business the following year,
to concentrate on its international joint venture activities
with VNIISK, a Russian operation that produced a wide variety of
synthetic rubber materials. Because of the poor business
climate in Russia, the Company discontinued all of its business
activities by the end of the year ended March 31, 1994. The
Company was basically inactive during the year ended March 31,
1995, since $48,000 of the loss of $49,189 was attributable to
writing off the investment in the Russian venture.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Fiscal Year Ended March 31, 1995 Compared to Fiscal Year Ended
March 31, 1994
The Company was basically inactive during the year ended March
31, 1995, earning no revenues for the year. During the year
ended March 31, 1994, the Company's main activity was searching
for a merger partner. It had sold all of its real estate
holdings, and put its joint venture activities with VNIISK on
hold. During the year ended March 31, 1994, revenues were
received from management and consulting fees.
<PAGE> 4
Due to the Company being inactive, minimal expenses were
incurred during the year ended March 31, 1995, with most of the
expense attributable to professional fees. The expenses are not
comparable to those during the year ended March 31, 1994, where
the Company was still engaged in international trading activity.
In addition, there were expenses attributable to the Company
seeking a merger partner.
For the year ended March 31, 1995, there was interest income of
$11,026 recorded as other income, and a loss of $48,000 was
recorded as an other expense, which represented the write off of
the VNIISK venture. For the year ended March 31, 1994, there
was interest income of $2,452 recorded as other income. The
Company earned more interest income in the year ended March 31,
1995 because it had sold off most of its other assets and
converted the assets to cash. For the year ended March 31,
1994, the Company recorded as an other expense the loss on the
sale of its real estate holdings.
Fiscal Year Ended March 31, 1994 Compared to Fiscal Year Ended
March 31, 1993
The Company earned revenue of $180,417 for the year ended March
31, 1994 compared to revenue of $246,317 for the year ended
March 31, 1993. The decrease in revenue was a result of the
Company's liquidation of its real estate business during the
year ended March 31, 1994, and management's decision at the end
of that year to put international trade activities on hold as it
searched for a merger partner.
Operating expenses decreased from $238,471 for the year ended
March 31, 1993 to $193,849 for the year ended March 31, 1994, as
a result of the Company's reduction of its business activities.
The Company had a net loss of $919,858 for the year ended March
31, 1994, compared to net income of $8,708 for the year ended
March 31, 1993. The significant loss in the year ended March
31, 1994 largely was the result of a loss on the sale of assets
in the amount of $908,393.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1995, the Company had cash of approximately
$356,755. The Company has had no cash provided by operating
activities for the last three fiscal years. Also, the Company
currently has no credit facilities. Management intends to
identify potential acquisition candidates, and to explore the
prospect of raising equity capital for the purpose of effecting
acquisitions. No assurance can be given that suitable
acquisition targets can be identified, that any acquisition can
be effected on terms favorable to the Company, or that the
Company will be able to raise capital sufficient to effect any
acquisition. In the event that the Company is not successful in
raising capital or undertaking activities or acquiring
businesses that will generate funds internally, it is unlikely
that the Company would be able to continue in business.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<PAGE> 5
CHAMPION FINANCIAL CORPORATION
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
-7-
<PAGE> 6
ROGER G. CASTRO
Certified Public Accountant
- --------------------------------------------------------------------------------
================================================================================
463 West Fifth Street
Oxnard, California, 93030 Telephone: (805) 486-5630
REPORT OF INDEPENDENT AUDITOR
To the Shareholders and Board of Directors
Champion Financial Corporation
I have audited the accompanying balance sheets of Champion Financial
Corporation as of March 31, 1995 and 1994, and the related statements of
income, stockholders' equity, and cash flows for each of the three years in the
period ended March 31, 1995. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on
these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe that my audits provide a reasonable basis
for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Champion Financial
Corporation at March 31, 1995 and 1994, and the results of operations and cash
flows for each of the three years in the period ended March 31, 1995, in
conformity with generally accepted accounting principles.
/s/ ROGER G. CASTRO
Oxnard, California
August 2, 1995
-8-
<PAGE> 7
CHAMPION FINANCIAL CORPORATION
BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH
1995 1994
----------- -----------
<S> <C> <C>
ASSETS
Current Assets:
Cash in bank $ 356,755 $ 352,472
----------- -----------
Total Current Assets 356,755 352,472
----------- -----------
Fixed Assets:
Office equipment - Note A 0 10,440
Less accumulated depreciation 0 (4,068)
----------- -----------
Total Fixed Assets (net) 0 6,372
----------- -----------
Other Assets:
Joint Venture -Note C 0 48,000
----------- -----------
Total Other Assets 0 48,000
----------- -----------
TOTAL ASSETS $ 356,755 $ 406,844
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Income tax payable 0 900
----------- -----------
Total Current Liabilities 0 900
----------- -----------
Stockholders' Equity:
Common stock, $.001 par value;
Authorized shares -- 100,000,000,
Issued and outstanding shares 619,302 in 1995, and
619,302 in 1994 - Note D, E 619 619
Additional paid in capital 2,586,650 2,586,650
Retained deficit (2,230,514) (2,181,325)
----------- -----------
Total Stockholders' Equity 356,755 405,944
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 356,755 406,844
=========== ===========
</TABLE>
See notes to financial statements.
-9-
<PAGE> 8
CHAMPION FINANCIAL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Retained
Common Paid-In- Earnings Treasury
Stock Capital (Deficit) Stock Total
------- ---------- ----------- -------- ----------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1993 $ 6,138 $2,553,363 $(1,261,467) $(18,435) $1,279,599
Net loss for 1994 (919,858) (919,858)
Stock split reversal (5,524) 5,524
Issued shares - August 1993 5 46,198 46,203
Elimination of treasury stock (Note F) (18,435) 18,435
------- ---------- ----------- -------- ----------
Balance at March 31, 1994 619 2,586,650 (2,181,325) 0 405,944
Net loss for 1995 (49,189) (49,189)
------- ---------- ----------- -------- ----------
Balance at March 31, 1995 $ 619 $2,586,650 $(2,230,514) $ 0 $ 356,755
======= ========== =========== ======== ==========
</TABLE>
See notes to financial statements.
-10-
<PAGE> 9
CHAMPION FINANCIAL CORPORATION
STATEMENTS OF INCOME
FOR THE YEARS ENDED MARCH 31,
<TABLE>
<CAPTION>
1995 1994 1993
-------- --------- --------
<S> <C> <C> <C>
INCOME
Management and consulting fees $ 0 $ 180,417 $246,317
-------- --------- --------
OPERATING EXPENSES
Accounting and legal 3,250 9,335 8,540
Advertising 46 118
Auto expense 4,070 5,839
Bank charges 142 501 77
Depreciation 1,809 1,646
Insurance 5,756 7,502
Interest expense 17,550 17,550
Management and consulting fees 4,010 70,800 97,681
Office expense and supplies 2,524 5,915 19,346
Materials, parts, and supplies 28,759 7,469
Professional fees 2,600 5,917 16,523
Rent 4,615
Repair and maintenance 3,110 4,367
Taxes and licenses (225) 25,790 15,972
Telephone 5,444 9,647
Travel 6,606 17,410
Utilities 2,441 4,169
-------- --------- --------
Total Operating Expenses 12,301 193,849 238,471
-------- --------- --------
Income From Operation (12,301) (13,432) 7,846
-------- --------- --------
OTHER INCOME (EXPENSE)
Interest income 11,026 2,452 1,546
Loss from discontinued joint venture - Note C (48,000)
Gain (loss) on sale of assets (908,393)
Miscellaneous income 86 415 209
-------- --------- --------
Total Other Income (Expense) (36,888) (905,526) 1,755
-------- --------- --------
NET INCOME BEFORE INCOME TAXES (49,189) (918,958) 9,601
PROVISION FOR INCOME TAXES 900 893
-------- --------- --------
NET INCOME (LOSS) $(49,189) $(919,858) $ 8,708
======== ========= ========
Earnings (loss) per share $(.08) $(l.49) $.001
======== ========= ========
</TABLE>
See notes to financial statements.
-11-
<PAGE> 10
CHAMPION FINANCIAL CORPORATION
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31,
<TABLE>
<CAPTION>
1995 1994 1993
-------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(49,189) $(919,858) $ 8,708
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation 1,809 1,646
Loss from discontinued joint venture 48,000
Loss on sale of assets 908,393
Increase (decrease) in inventory 12,167 (12,167)
Increase (decrease) in income tax payable (900) (9,324) 893
-------- --------- ---------
NET CASH PROVIDED (USED)
BY OPERATING ACTIVITIES (2,089) (6,813) (920)
-------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Increase in short-term investment 44,545 (44,545)
Acquisition of equipment (5,557)
Sale of assets 6,372 416,329
Joint venture (40,000)
-------- --------- ---------
NET CASH PROVIDED (USED)
BY INVESTING ACTIVITIES 6,372 460,874 (90,102)
-------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of loans to officer (36,000) (4,000)
Repayment of long-term debt (195,000)
Purchase of treasury stock (10,221)
Common stock issued 553
Paid-in-capital 45,650
-------- --------- ---------
NET CASH PROVIDED (USED)
BY FINANCING ACTIVITIES (184,797) (14,221)
-------- --------- ---------
INCREASE (DECREASE) IN CASH 4,283 269,264 (105,243)
CASH AT BEGINNING OF YEAR 352,472 83,208 188,451
-------- --------- ---------
CASH AT END OF YEAR $356,755 $ 352,472 $ 83,208
======== ========= =========
SUPPLEMENTAL DISCLOSURES
Interest paid $ $ 17,550 $ 17,550
</TABLE>
See notes to financial statements.
-12-
<PAGE> 11
CHAMPION FINANCIAL CORPORATION
Notes To Financial Statements
March 31, 1995
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of CHAMPION FINANCIAL
CORPORATION is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management who is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
Business Activity: Champion Financial Corporation (the Company) was
incorporated in Utah on February 5, 1981 as Berscham Energy & Minerals, Inc.
The Company was originally engaged in the business of energy, mineral, and
hydrocarbon exploration and production. In 1984, the Company changed its name
to Champion Energy Corporation. In 1989, the Company diversified into real
estate holdings, international trade, and computer engineering services and
changed its name to Champion Financial Corporation. In 1992, the Company
decided to focus its business strategy on international trade. To this end, in
1993, it liquidated its real estate holdings and ceased its computer
engineering business to concentrate on its international joint venture
activities with VNIISK (see Note C). By the end of the fiscal year ended March
31, 1994, the Company had discontinued primarily all of its business
activities.
On March 31, 1995, the management of the Company changed in connection
with the sale of a majority of its outstanding shares of common stock (see Note
B). Under the new management, the Company intends to continue to seek
international trade opportunities and acquisition opportunities throughout the
United States, primarily in the life insurance industry.
Accounts receivable: Although the Company employs the full accrual
method of accounting, there were no receivables nor accounts payable at the end
of the two most recent fiscal years.
Office Equipment: Office equipment were stated at cost. Depreciation
was computed using the straight-line method for both financial statements
purposes and income tax purposes.
Net Income Per Common Share: Primary net income per share is based on
the average number of shares of common stock outstanding during the year.
-13-
<PAGE> 12
CHAMPION FINANCIAL CORPORATION
Notes to Financial Statements (Continued)
March 31, 1995
NOTE B - INCOME TAXES
As of March 31, 1994, the Company had available for federal income tax
purposes a net operating loss carryforward of approximately $1,350,000, which
expired in various years through 2009. During the year ended March 31, 1995,
there was a significant change in ownership of the Company, as defined under
section 382 of the Internal Revenue Code. As a result of this change, the
Company's ability to utilize the net operating loss is restricted to a
prescribed annual amount of approximately $46,000 (6.83% of the market value of
the Company at the time of the ownership change). Therefore, assuming
sufficient future taxable income, approximately $709,000 of the original net
operating loss carryforward has been eliminated due to change in ownership.
NOTE C - JOINT VENTURE
In October, 1991, a joint venture agreement was entered into between
the Company and VNIISK, which formed Champion VNIISK Limited (CIVIEL), as a
stock corporation with its principal place of business in St. Petersburgh,
Russia. Due to the fact that CIVIEL is not actively operating, as the Company
is uncertain about the business economy in Russia, and the Company's executive
in charge of this division of business is no longer employed by the Company,
the entire cost of the investment in the joint venture has been written off as
worthless.
NOTE D - RELATED PARTY TRANSACTIONS
In August 20, 1993, the shareholders voted to retire debt due to an
officer and who is also a shareholder of the Company by issuance of common
stocks. The number of shares issued to payoff the debt was 300,000 shares
which was reduced to 30,000 shares after the reverse stock split (see Note E).
The amount of loan retired was $36,000, which was a originally a cash advance
made to the Company.
NOTE E - REVERSE STOCK SPLIT
In August 20, 1993, at the Company's annual meeting, reverse stock
split of one share for every ten shares were approved by the shareholders.
-14-
<PAGE> 13
CHAMPION FINANCIAL CORPORATION
Notes to Financial Statements (Continued)
March 31, 1995
NOTE F - TREASURY STOCK
As stated in Note A, the Company was incorporated in Utah. Several
years ago, that state's laws were changed in connection with the issuance of
treasury stock. The law now provides that reacquired shares of a corporation's
own stock constitute authorized but unissued shares. Therefore, the amount
presented in prior financial statements as "treasury stock," which represented
the cost of reacquired shares, has been eliminated from the accompanying
balance sheet as of March 31, 1994 and recorded as a reduction of common stock
and additional paid in capital. The change had no effect on total
stockholders' equity.
NOTE G - SUBSEQUENT EVENTS
Investments: On April 5, 1995, the Company entered into an agreement
to purchase 7.5% of the outstanding shares of Vectar Trading Company Limited
(Vectar) for $1. Vectar is a trading company specializing in building
materials and commodities and is the exclusive agent of Pentas Limited, Czech
Republic for the distribution of glass and ceramic tiles throughout Western
Europe, the Middle East and South Africa. In connection with the purchase of
its interest, the Company loaned Vectar $100,000 without interest, to cover
various expenses. The Company will be reimbursed the full amount of the loan
from the proceeds of the first sales transaction. Under the terms of the
agreement, the Company is entitled to receive thirty-percent of the gross
profit on tile sales by Pentas Until a maximum of $300,000 is attained. After
the Company has received this amount, the Company will have the option of
purchasing newly issued shares of Vectar up to twenty-two percent of the total
issued and outstanding shares at an agreed upon price of four times the prior
year's earnings. The Company will grant preemption rights to Vectar during the
option period and if the option is not exercised, Vectar will pay a mutually
agreed upon price to the Company on the expiration date to purchase the option
back. The option expires on April 4, 2000.
Fixed Assets: On April 1, 1995, the Company acquired various office
furniture and equipment from Marcy Hallock, P.A., a corporation owned by the
principal stockholder of the Company, for $80,629 based upon its estimated
current value. Approximately $53,000 was subsequently paid to Marcy Hallock,
P.A. with the remaining balance subject to a note payable. Under the terms of
the note, the balance is payable over a sixty-month period, with interest at
the prime rate.
-15-
<PAGE> 14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) The following table lists the directors and officers for
the fiscal year ended march 31, 1995 and the current
directors and officers of the Company.
<TABLE>
<CAPTION>
Position with the Company Term of Officer
Name Age and Principal Occupation Office Since
- ---- --- ---------------------------- -------- -------
<S> <C> <C> <C> <C>
Jack Gregory 64 Resigned 3/31/95 as Director, President and resigned 1989
Chief Executive Officer
Ninette Gregory 26 Resigned 3/31/95 as Director and Secretary resigned 1989
Eric Gregory 31 Resigned 3/31/95 as Director and Vice resigned 1989
President
Jasmine Gregory 55 Resigned 3/31/95 as Director resigned 1989
Marcy M. Hallock 43 President and Chief Executive Officer since 1995 1995
March 31, 1995; President, Law Offices of one year
Marcy M. Hallock, P.A. since 1984; attorney
at law, Willkie Farr & Gallagher from 1981-
1984; attorney at law, Weinberg & Green from
1979-1981; Senior Advisor, Labor Relations-
American Petroleum Institute for 1977-1979.
Dr. Lawrence G. Miller 42 Director since April 24, 1995; Vice President, 1995
Clinical Affairs Medical Director, Health one year
Payment Review, Inc. since 1990; Adjunct
Professor, Department of Pharmacology and
Experimental Therapeutics, Tufts University
School of Medicine since 1994 and Assistant
Professor from 1988-1992.
Bonnie Gottlieb 45 Director and Secretary since April 24, 1995; 1995 1995
General Counsel, Manekin Corporation since one year
1988.
</TABLE>
<PAGE> 15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
Documents filed as part of the report: Page(s)
-------
<S> <C> <C>
(a) 1. FINANCIAL STATEMENTS
Report of Independent Auditor . . . . . . . . 6
Balance Sheets at March 31, 1995
and March 31, 1994 . . . . . . . . . . . . . 7
Statements of Income for each of
the three years in the period ended
March 31, 1995 . . . . . . . . . . . . . . . 8
Statements of Stockholders' Equity
for each of the three years in the
period ended March 31, 1995 . . . . . . . . 9
Statements of Cash Flows for each
of the three years in the period ended
March 31, 1995 . . . . . . . . . . . . . . . 10
Notes to Financial Statements . . . . . . . 11-13
</TABLE>
2. FINANCIAL STATEMENT SCHEDULES
Schedules are omitted because they are not
applicable, not required, or because the
required information is included in the
consolidated financial statements or notes
thereto.
3. EXHIBITS
See Exhibit Index.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter
ended March 31, 1995.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
CHAMPION FINANCIAL CORPORATION
By:
----------------------------------------
Marcy M. Hallock, President/Director and
Chief Executive Officer
--------------------------------------------
Date
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1995
<PERIOD-START> APR-01-1994
<PERIOD-END> MAR-31-1995
<CASH> 356,755
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 356,755
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 356,755
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 619
<OTHER-SE> 356,136
<TOTAL-LIABILITY-AND-EQUITY> 356,755
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 12,301
<OTHER-EXPENSES> 36,888
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (49,189)
<INCOME-TAX> 0
<INCOME-CONTINUING> (49,189)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (49,189)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
