UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 1O-KSB
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) Of THE
SECURITIES EXCHANGE Act OF 1934 (No Fee Required)
For the transition period from ______ to _____
Commission file number: 0-19505
YANG HOLDING COMPANY
(Name of small business issuer in its charter)
Florida 65-0274107
State or other Jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
2666 Tigertail Avenue, Suite 104, Miami, Florida 33313
(Address of principal executive offices)
Issuer's telephone number: (305) 535-9700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
NONE NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock $.001 par value
(Title of Class)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or is (d) of the Securities Exchange Act of 1934 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 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy of
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
<PAGE>
The Issuer's revenues for its most recent fiscal year were $0.
The aggregate market value of the voting stock held by non-affiliates was
approximately $0 as of March 12, 1999, based on the closing sale price of $Nil
(not traded as of March 12, 1999).
The number of shares of common stock outstanding as of March 12, 1999, was
1,000,000.
<PAGE>
Yang Holding Company
F/K/A National Advertising Group, Inc.
Form 10-KSB
TABLE OF CONTENTS
PART I PAGE
ITEM 1. Description of Business 1
ITEM 2. Description of Property 1
ITEM 3. Legal Proceedings 2
ITEM 4. Submission of Matters to a Vote of
Security Holders 2
PART II
ITEM 5. Market for Common Equity
And related Stockholder Matters 2
ITEM 6. Management's Discussion and Analysis
Or Plan of Operation 2
ITEM 7. Financial Statements 2
ITEM 8. Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure 3
PART III
ITEM 9. Directors, Executive Officers, Promoters
And Control Persons; Compliance with
Section 16 (a) of the Exchange Act 3
ITEM 10. Executive Compensation 4
ITEM 11. Security Ownership of Certain
Beneficial Owners and Management 5
ITEM 12. Certain Relationships and Related
Transactions 6
ITEM 13. Exhibits and Reports on Form 8-K 7
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
General
Yang Holding Company, F/K/A National Advertising Group, Inc. (the Company), a
Florida corporation, was formed in July 1991, primarily to engage in the
telemarketing and sale of business or consumer products. As of the date of this
report, the Company has not commenced active business operations. The Company
intends to commence active operations during the next fiscal year, but there can
be no assurance that it will be able to commence such active operations. The
commencement of active Company business operations is contingent upon the
closing on one or more acquisitions which the Company anticipates considering
during the upcoming fiscal year. As of the date of this report, no definitive
agreements have been reached with any business entity and no target industry has
been identified.
Competition
Numerous companies located in South Florida and throughout the United States
will compete vigorously with the Company for target acquisition candidates.
Venture capital companies as well as established corporations and entities, most
of which have greater resources than the Company will vie for such acquisition
candidates.
Personnel
As of March 12, 1999, the Company had only one employee, its President,
Treasurer and Secretary, and a director of the Company, James Chow. If a
business combination is consummated, the Company anticipates hiring a staff to
accommodate such business.
Regulatory Matters
The Company does not yet know what business it will enter as this is dependent
on which target acquisition the Company determines to purchase; however all
industries have generally become increasingly regulated in recent years. The
Company is likely to be subject to the various States, Federal and local laws,
rules, regulations and acts once it commences active business operations.
ITEM 2. DESCRIPTION OF PROPERTY
The Company currently occupies space for its headquarters in the office of James
Chow and does so without a lease and with no obligation to pay rent. It is
anticipated that upon the closing of a business combination, the Company will
enter into a lease or purchase property from which it will operate.
1
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
No legal proceedings are pending or known to be threatened against the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In the final quarter of the year, no matters were submitted to a vote of
security holders.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's shares of common stock were not traded during the fiscal year
ended December 31, 1998. The Company does not anticipate the commencement of a
market for its securities until, and unless, a business combination is
consummated. As such, there is no guarantee that the common stock will commence
trading or that any trading will be active.
On March 12, 1999, the approximate number of record holders of the common stock
of the Company was 95.
To date, the Company has not paid any dividends on its common stock and does not
expect to pay any dividends in the foreseeable future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Plan of Operations.
As previously disclosed, the Company had no revenues in any fiscal years. During
the upcoming fiscal year, the Company intends to actively pursue a business
combination through either a merger, a reverse merger, or an acquisition. Since
the Company has no assets, the Company will probably issue additional stock if
it is able to consummate a business combination. Until such time as a business
combination is consummated, the Company will incur only minor expenses, such as
its audit fees, and as such it should be able to meet its cash requirements for
the forthcoming fiscal year.
ITEM 7. FINANCIAL STATEMENTS
Reference is made to the financial statements attached hereto, commencing on
page F-1, which are incorporated by reference.
2
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On February 14, 1997, the company changed its independent certified public
accountants to Dohan and Company, CPA's. Dohan and Company, CPA's audited the
Company's 1995, 1996, 1997 and 1998 financial statements after that date. There
were no disagreements with the Company's prior accountant.
PART III
ITEM 9. DIRECTORS, AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table sets forth certain information with respect to the Company's
Officers, Directors and key employees:
Name Age Positions with the Company
James Chow 41 Director, President, Treasurer,
and Secretary
Eric J. Rentz 42 Director (resigned December 31, 1998)
James Chow was appointed as the Company's President, Treasurer and
Secretary on May 22, 1997. Mr. Chow was also elected to the Board of
Directors upon the resignation of Angel Lorie, Jr. on June 16, 1997.
Mr. Chow currently serves as the sole director and is the sole shareholder
of Inter-Global Investments, Incorporated ("Inter-Global"). The primary
business of Inter-Global is financial consulting and investing. Mr. Chow
has been a Certified Public Accountant since 1981. Mr. Chow served from
1996 to 1997 as the Regional Financial Controller to Miramar Hotel &
Investment Co. Ltd., Hong Kong ("Miramar Hotel"). From 1993 to 1996, Mr.
Chow served as the financial controller to Nan Hai Hotel, Shenzen, People's
Republic of China, a hotel managed by Miramar Hotel. From 1992 until 1993,
Mr. Chow served as the assistant Vice President for Finance and Control
for Miramar Hotel. From 1987 until 1992, Mr. Chow served as a senior
auditor for the accounting firm of Miller, Kaplan, Arase & Company, Los
Angeles, California. Eric J. Rentz was appointed to the Company's Board of
Directors on May 22, 1997. Dr. Rentz is a Doctor of Osteopathic Medicine.
Dr. Rentz has served as the medical director for Physical Medicine
Services, P.A. in Hallandale, Florida since 1995. Dr. Rentz served as the
Medical Director of Physical Medicine Division in Dania, Florida from 1994
through 1995. From 1993 through 1995, Dr. Rentz conducted private medical
research in cell membrane permeability in North Miami, Florida.
On December 31, 1998, Eric Rentz resigned as a director of the Company. Mr.
Rentz had no disagreements with respect to any matter relating to the Company's
operations, policies or practices.
All directors hold office until the next annual meeting of shareholders of the
Company or until their successors are elected and qualified. Officers hold
office until their successors are chosen and qualified, subject to earlier
removal by the Board of Directors. The Company does not have an executive,
nominating, compensation or audit committee.
3
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION
The following summary compensation table sets forth the aggregate compensation
paid to Mr. Angel Lorie, Jr., as the Company's former president, chief executive
officer, and only officer and only employee. Mr. James Chow received no
compensation in 1997 or 1998. No employment agreement exists with any
individuals. There are no stock options or warrants, or bonds or profit sharing
plans, with respect to any individuals employed by the company.
SUMMARY COMPENSATION TABLE
Name and Salary Other Restricted
Principal Position Year and Bonus Compensation Stock
Awards
Angel Lorie 1997 9,000 0 900,000 (1)
Angel Lorie (1 Person) 1997 9,000 0 900,000 (1)
(1) On May 22, 1997, the Company issued 9,000,000 shares (900,000 as adjusted
for reverse split effective December 31, 1998) of Common Stock to Florida
Atlantic Group, Inc. in exchange for services rendered by Mr. Angel Lorie, Jr.
to the Company. Mr. Lorie was President and Chief Executive Officer of the
Company at the time.
The Company's directors do not receive compensation for acting in this capacity.
The only executive officer was Mr. Angel Lorie, Jr. from 1995 to May 22,
1997. Mr. James Chow became the only executive officer on May 22,1997.
4
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the holdings of Common Stock by each person who,
as of March 8, 1999, held of record, or was known by the Company to own
beneficially more than five percent of the outstanding Common Stock of the
Company, by each Director and Officer of the Company and by all Directors and
Officers of the Company as a group.
Names and Address of Beneficial Owner:
Nature of Beneficial Percentage of Common
Ownership No. of shares Shares Outstanding
Inter-Global Investments,
Incorporated (1)(2) 900,000 90.00%
James Chow (1)(2)(3) 900,000 90.00%
Magnum Ltd. (4) 50,000 5.00%
All Directors and Officers
as a group (1 person) 900,000 90.00%
(1) All shares are owned directly unless otherwise indicated. Number of shares
was adjusted for reverse split effective December 31, 1998. All of Mr. Chow's
shares are owned by Inter-Global Investments, Incorporated, which is a company
controlled by Mr. Chow.
(2) Principal address is 2666 Tigertail Avenue, Suite 104, Miami, Florida 33133.
(3) Mr. James Chow is the President, Treasurer, and Secretary of the Company and
is the sole shareholder of Inter-Global Investments, Incorporated. Mr. Chow is
also a Director of the Company.
(4) Principal address is 1221 Brickell Avenue, Suite 907, Miami, Florida 33131.
5
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On April 10, 1997, the Company reversed split its outstanding shares of common
stock 1 for 10, thereby reducing the number of shares outstanding to 1,000,000
(100,000 as adjusted for reverse split effective December 31, 1998). Subsequent
to the reverse split, on April 25, 1997, the Company issued 9,000,000 shares of
common stock (900,000 as adjusted for reverse split effective December 31,
1998), to Florida Atlantic in return for services rendered by Mr. Angel Lorie,
Jr., who at the time was the Company's Chief Executive Officer, to the Company.
The total outstanding shares of common stock of the Company increased to
10,000,000 (1,000,000 as adjusted for reverse split effective December 31,
1998).
On May 22, 1997, Inter-Global Investments, Incorporated, a Florida Corporation
("Inter-Global"), purchased from Florida Atlantic 9,000,000 shares of the
Company's common stock (900,000 as adjusted for reverse split effective December
31, 1998), for the aggregate purchase price of $85,000 or approximately $0.01
per share. The source of the consideration paid for such shares was
Inter-Global's working capital. As a result of the stock purchase, Inter-Global
beneficially owns 90.00% of the Company's outstanding common stock. In
connection with the stock purchase the size of the Company's Board of Directors
was increased to two members and Mr. Eric J. Rentz was appointed to fill the
vacancy on the Company's Board of Directors created by such increase. The
Company distributed a Report Pursuant to Rule 14-f-1 of the Securities and
Exchange Act of 1934, in connection with a pending change in the majority of its
Board of Directors, to its shareholders on June 6, 1997. Ten days thereafter, on
June 16, 1997, Mr. Angel Lorie, Jr. resigned as a member of the Board of
Directors, and was succeeded by Mr. James Chow.
Mr. Eric Rentz resigned from the Board of Directors effective December 31, 1998.
Mr. James Chow remains as the Company's sole Director.
On January 13,1999, the Company filed Articles of Amendment which changed the
Company's name to Yang Holding Company. In addition, effective December 31,
1998, the Company reversed split its issued and outstanding common stock 1 for
10.
6
<PAGE>
PART IV
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits:
(3) Registrant's Articles of Incorporation and by-laws are incorporated by
reference to the Registrant's previous filing with the Commission.
(4) Form of Registrant's Common Stock Certificate is incorporated by reference
to the Registrant's previous filing with the Commission.
(27.1)Financial Data Schedule
b. Reports on Form 8-K. No reports were filed for the last quarter of the fiscal
year covered by this report. A report filed on Form 8-K on February 17,1999 is
incorporated by reference to the Registrant's previous filing with the
Commission.
7
<PAGE>
SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: March 12, 1999
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
By: /s/ James Chow
James Chow, President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.
Dated: March 12, 1999
By: /s/ James Chow .
Mr. James Chow
President & Director
8
<PAGE>
CONTENTS
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS F-2
FINANCIAL STATEMENTS
Balance Sheets F-3
Statements of Operations F-4
Statements of Changes in Deficiency in Assets F-5
Statements of Cash Flows F-6
Notes to Financial Statements F7 - F-8
F-1
<PAGE>
Dohan and Company, CPA's
7700 North Kendall Drive, Suite 204
Miami, Florida 33156
Report of Independent Certified Public Accountants
Board of Directors
Yang Holding Company
We have audited the accompanying balance sheets of Yang Holding Company, F/K/A
National Advertising Group, Inc.,(a development stage company) as of December
31, 1998 and 1997, and the related statements of operations, changes in
deficiency assets, 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 audits 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 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.
We believe that our audits provide 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 Yang Holding Company, F/K/A
National Advertising Group, Inc.,(a development stage company) as of December
31, 1998 and 1997, and the results of its operations, changes in its
stockholders' equity 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 continued as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Dohan and Company, CPA's
March 12, 1999
Miami, Florida
F-2
<PAGE>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
1998 1997
ASSETS
Organizational costs $ 70 $ 70
Less accumulated amortization ( 70) ( 70)
--------- ----------
Total Assets $ - $ -
======== ========
LIABILITIES AND DEFICIENCY IN ASSETS
Liabilities:
Accrued expenses $ 2,000 $ 2,000
--------- ---------
Preferred stock, par value $0.10 per
share; 1,000,000 shares authorized,
no shares issued - -
Deficiency in assets:
Common stock, par value $0.001 per share;
1,000,000 shares authorized,
1,000,000 shares issued
and outstanding in 1998 and 1997, respectively 10,000 10,000
Additional paid-in capital (Note 2) 41,747 20,590
Deficit accumulated during the
development stage ( 53,747) ( 32,590)
---------- ----------
Total Deficiency in Assets ( 2,000) ( 2,000)
---------- ----------
Total Liabilities and Deficiency in Assets $ - $ -
========= =========
See accompanying notes.
F-3
<PAGE>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
Cumulative during
the
1998 1997 development stage
Revenues $ - $ - $ -
Expenses:
Officer compensation (Note 2) - 9,000 24,020
Professional fees 21,157 6,500 29,657
Amortization - - 70
--------- ---------- ----------
Total expenses 21,157 15,500 53,747
--------- ---------- ----------
Net loss ( $21,157) ( $15,500) ( $53,747)
========= ========= =======
Weighted average loss per ($ 0.0212) ($ 0.0155) ($ 0.0537)
share
See accompanying notes.
F-4
<PAGE>
<TABLE>
<CAPTION>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CHANGES IN DEFICIENCY IN ASSETS
YEARS ENDED DECEMBER 31, 1998 AND 1997
Cumulative during
the
1998 1997 development stage
<S> <C> <C> <C>
Beginning of year ($ 2,000) ($ 1,000) $ -
Additions
Issuance of common stock
at par value (Note 2) $ - $ 9,000 $ 10,000
Shareholders' contribution
to paid in capital (Note 2) $ 21,157 $ 5,500 $ 41,747
Deductions
Net loss for the year ended
December 31-deficit
accumulated during the
development stage ( 21,157) ( 15,500) ( 53,747)
-------- -------- --------
End of year ($ 2,000) ($ 2,000) ($ 2,000)
======== ======== ========
</TABLE>
See accompanying notes.
F-5
<PAGE>
<TABLE>
<CAPTION>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1998 AND 1997
Cumulative during
the
1998 1997 development stage
<S> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss ($ 21,157) ($ 15,500) ($ 53,747)
Adjustment to reconcile net loss
to net cash used by operating
activities:
Issuance of common stock for
services - 9,000 9,000
Amortization - - 70
Increase in other assets ( 70)
Increase in accrued expenses - 1,000 2,000
--------- -------- --------
Net cash used by
operating activities ( 21,157) ( 5,500) ( 42,747)
Cash flow from investing
activities: - - -
Cash flow from financing activities
Issuance of common stock - - 1,000
Shareholders' contribution
to additional paid-in-capital 21,157 5,500 41,747
--------- -------- -----------
Net increase in cash - - -
Cash beginning of year - - -
--------- --------- ---------
Cash end of year $ - $ - $ -
========= ========= =========
</TABLE>
Supplemental disclosure:
During 1997, the Company reverse split its outstanding shares of common stock 1
for 10. Subsequent to the split the Company issued 9,000,000 shares of common
stock at $0.001 par value.
Effective December 31, 1998, the Company reversed split its issued and
outstanding common stock 1 for 10.
See accompanying notes.
F-6
<PAGE>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Activity
Yang Holding Company, F/K/A National Advertising Group, Inc., (the
Company) was organized under the laws of the State of Florida on July
25, 1991. The Company is a development stage entity, which has not yet
commenced business operations. The Company intends to acquire an
operating entity, however, it has not yet targeted an acquisition.
Loss Per Share
Loss per share is computed by dividing the net loss by the average
number of common shares outstanding during each period.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
NOTE 2. COMMON STOCK
On April 10, 1997, the Company reversed split its outstanding shares of
common stock 1 for 10, thereby reducing the number of shares
outstanding to 1,000,000 (100,000 shares as adjusted for reverse split
effective December 31, 1998). These financial statements reflect the
retroactive effect of the reverse stock split.
Subsequent to the reverse split, the Company issued 9,000,000 (900,000
as adjusted for reverse split effective December 31, 1998) to Florida
Atlantic Group, Inc. on May 22, 1997 for services, bringing the number
of shares outstanding to 10,000,000 (1,000,000 adjusted for the reverse
split effective December 31, 1998). On the same date, Florida Atlantic
Group, Inc. sold 9,000,000 shares (900,000 as adjusted for reverse
split effective December 31, 1998) of the Company's common stock to
Inter-Global Investments, Inc.
Effective December 31, 1998, the Company reversed split its issued and
outstanding common stock 1 for 10.
F-7
<PAGE>
YANG HOLDING COMPANY
F/K/A National Advertising Group, Inc.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 3. INCOME TAXES
The Company has not recorded a provision for income taxes in the
accompanying financial statements because of a lack of certainty of the
realization of the benefit from the net operating losses incurred for
tax reporting purposes.
At December 31, 1998, the Company has a net operating loss carryover of
approximately $53,747, less a valuation allowance of the same amount.
There was an ownership change in the Company during 1997, as defined in
Section 382 of the Internal Revenue Code. These changes will materially
limit the Company's net operating loss carry forward based upon the
change in control.
NOTE 4. RELATED PARTY TRANSACTIONS
In May 1997, the Company issued a total of 9,060,030 (906,030 as
adjusted for reverse split effective December 31, 1998) common shares
to Florida Atlantic Group, Inc. in exchange for services rendered to
the Company by its President, and expenses paid by the President and
Florida Atlantic Group, Inc. (See Note 2).
NOTE 5. GOING CONCERN
As shown in the accompanying financial statements, the Company has an
accumulated deficit of $53,747 as of December 31, 1998. As a result the
Company has a deficiency in assets. The management of the Company
intends to actively pursue a business combination through a merger, a
reverse merger, or an acquisition. The financial statements do not
include any adjustments that might be necessary should the Company be
unable to continue as a going concern.
F-8
<PAGE>
U.S. Securities and Exchange Commission
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-01-1998 JAN-01-1997
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 0 0
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 0
<CURRENT-LIABILITIES> 2,000 2,000
<BONDS> 0 0
0 0
0 0
<COMMON> 10,000 10,000
<OTHER-SE> (12,000) (12,000)
<TOTAL-LIABILITY-AND-EQUITY> (2,000) (2,000)
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 21,157 15,500
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (21,157) (15,500)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (21,157) (15,500)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (21,157) (21,157)
<EPS-PRIMARY> 0.00 0.00
<EPS-DILUTED> 0.00 0.00
</TABLE>
