SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999.
Registrant's SEC File Number: 000-19693
RANES INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0485320
(State of organization) (I.R.S. Employer Identification No.)
8360 East Via de Ventura, Bldg. L-200, Scottsdale, Arizona 85258
(Address of principal executive offices)
Registrant's telephone number, including area code (480) 994-3513
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 and (2) has been subject to such filing requirements
for the past 90 days. Yes X
There are 8,726,647 shares of common stock issued and outstanding
as of November 5, 1999.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The financial statements and supplemental data required by this
Item follow the index of financial statements appearing at Item 6
of this Form 10Q-SB.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation
The Company is presently concentrating its efforts on becoming
operational by licensing or otherwise acquiring technologically
advanced state-of-the-art products, which respond to the
international market. The Company is also exploring the
possibility of acquiring other technologies, products or
businesses compatible with its goal to become operational in the
shortest period of time possible. The Company has not selected
any company as an acquisition target or merger partner and does
not intend to limit potential candidates to any particular field
or industry, but does retain the right to limit candidates, if it
so chooses, to a particular field or industry. The Company's
plans are in the conceptual stage only.
The Company's management team has investigated and pursued a
number of products and companies in an effort to fulfill the
Company's strategies. Subsequent to this report the Company
issued a letter of intent on January 25, 1999, to purchase
WorldNet Gaming, Inc. and on June 2, 1999, this intent was
canceled. The Company's management team plans to continue to
aggressively purse the acquisition of other products and
technology through licensing and / or acquiring businesses with
market ready products and / or development stage technology with
market potential that is compatible with corporate strategies to
become operational.
To date, the Company's operations have consisted primarily of
pursuing various product opportunities, assembling a management
team and raising capital. From the Company's inception to
December 31, 1998, the Company's business development costs have
totaled approximately $4,498,000. These expenditures have been
funded primarily with the proceeds from the private sales of the
Company's equity securities as well as with the issuance of its
common stock in exchange for services and assets.
During the year ended December 31, 1998, the Company's
development stage activities resulted in a positive cash flow of
$289. This increase was the result of the net operating loss of
approximately $1,076,088, offset by noncash charges totaling
approximately $500,000, and the issue of Common Stock restricted
from resale by Rule 144 which reduced the accrued liabilities by
approximately $500,000. Also, the Company's financing activities
provided cash flow of approximately $5,000 from issue of a note
payable during the year ended December 31, 1998.
The Company has raised approximately $1,484,000 of operating
capital since inception and plans to continue its efforts to
raise additional capital needed to fund operating expenses of the
business through various financing methods including private
placements of its common stock. Funding of future operations is
dependent on management's ability to raise additional capital.
Failure by the Company to obtain additional financing would have
a material adverse effect on the Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No changes in legal proceedings since the Form 10-KSB filing for
the year ended December 31, 1998.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No such matters were submitted during the most recent quarter.
ITEM 6. EXHIBITS.
FINANCIAL STATEMENTS
27 - Financial Data Schedule
Unaudited financial statements for the quarter ended September
30, 1999.
Ranes International Holding, Inc.
(A Development Stage Company)
Condensed Balance Sheet
September 30, 1999
(Unaudited)
<TABLE>
<C>
<S>
ASSETS
CURRENT ASSETS:
Cash 30
Prepaid expenses 110,250
Total assets 110,280
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade 45,155
Accounts payable - related party 538,339
Note payable - related party 44,306
Note payable 5,000
Total current liabilities 632,800
STOCKHOLDERS' EQUITY:
Common stock, $0.001 par value, 8,727
50,000,000 shares Authorized, 8,726,647
issued and outstanding
Additional paid-in Capital 4,440,905
Deficit accumulated during the (4,972,152)
development stage
Total stockholders' equity (522,520)
Total liabilities and stockholders' 110,280
equity
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
Ranes International Holding, Inc.
(A Development Stage Company)
Condensed Statements of Operations For the Three and Nine Month
periods ended
September 30, 1999, 1998 and 1997 and
For the Period From Inception of Development Stage (February 15,
1990 to September 30, 1999)
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Three Month Three Month Three Month
period ended period ended period ended
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1997
Net Sales
Selling, general 161,739 203,022 122,354
and administrative
expenses
Loss from 0161,739 -203,022 -122,354
operations
Interest income 4,475 46
(net)
Loss before -161,739 -198,547 -122,308
provision for
income taxes
Provision for
income taxes
Net loss -161,739 -198,547 -122,308
Loss per common $-0.02 $-0.02 $-21.66
share
Weighted average 8,726,647 8,378,821 5,646
number of common
shares outstanding
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
Ranes International Holding, Inc.
(A Development Stage Company)
Condensed Statements of Operations For the Three and Nine Month
periods ended
September 30, 1999, 1998 and 1997 and
For the Period From Inception of Development Stage (February 15,
1990 to September 30, 1999) (Unaudited) (continued)
<TABLE>
<S> <C> <C> <C> <C>
Nine month Nine month Nine month Cumulative From
period ended period ended period ended the Inception of
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1997 Development
Stage (February
15, 1990 to
Sept. 30, 1999)
Net Sales 1,624 1,624
Selling, general 480,277 453,074 516,951 4,978,404
and administrative
expenses
Loss from -480,277 -453,074 -515,327 -4,976,780
operations
Interest income 4,475 46 4,628
(net)
Loss before -480,277 -448,599 -515,281 -4,972,152
provision for
income taxes
Provision for
income taxes
Net loss -480,277 -448,599 -515,281 -4,972,152
Loss per common $-0.06 $-0.08 $-91,26
share
Weighted average 8,626,647 5,329,211 5,646
number of common
shares outstanding
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
Ranes International Holding, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Three and Nine Month periods ended September 30, 1999,
1998 and 1999 and
For the Period From Inception of Development Stage (February 15,
1990 to September 30, 1999)
(Unaudited)
<TABLE>
<S> <C> <C> <C>
Three month Three month Three month
period ended period ended period ended
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1997
Cash flows from operating
activities:
Net loss $-161,739 $-198,547 $-122,308
Adjustments to reconcile net
loss to net cash used in
operating activities
Provision for losses on
Media receivable
Write down to artwork
Amortization
Common stock issued for
services
Write off of labor contract
Deferred income taxes
Valuation allowance for
deferred income taxes
Change in assets and
liabilities:
Decrease/(increase) in trade 43,316 6,196
account receivable
Decrease/(increase) in 65,125 37,500
prepaid expenses
Increase in checks issued in
excess of cash in bank
Increase/(decrease) in 95,850 18,020 116,097
accounts payable
Net cash used in operations -764 -99,711 -15
Cash flows from financing
Proceeds from issuance of
note
Proceeds from issuance of 100,000
common stock (net)
Net increase/(decrease) in -764 289 -15
cash funds
Cash, beginning of period 794 0 15
Cash, end of period $30 $289 $0
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
Ranes International Holding, Inc.
(A Development Stage Company)
Condensed Statements of Cash Flows
For the Three and Nine Month periods ended September 30, 1999,
1998 and 1999 and
For the Period From Inception of Development Stage (February 15,
1990 to September 30, 1999)
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Three month Three month Three month Cumulative From
period ended period ended period ended the Inception of
Sept. 30, 1999 Sept. 30, 1998 Sept. 30, 1997 Development
Stage (February
15, 1990 to
Sept. 30, 1999)
Cash flows from operating
activities:
Net loss $-480,277 $-448,599 $-515,281 $-4,972,152
Adjustments to reconcile
net loss to net cash used
in operating activities
Provision for losses on 500,000
Media receivable
Write down to artwork 400,000
Amortization 136,000
Common stock issued for 100,500 400,000 1,878,855
services
Write off of labor 55,000
contract
Deferred income taxes -1,526,000
Valuation allowance for 1,526,000
deferred income taxes
Change in assets and
liabilities:
Decrease/(increase) in 43,436 6,286
trade account receivable
Decrease/(increase) in 64,750 -212,500 -110,250
prepaid expenses
Increase in checks issued -47
in excess of cash in bank
Increase/(decrease) in 270,462 112,999 377,668 583,494
accounts payable
Net cash used in -44,565 -104,711 -131,327 -1,529,053
operations
Cash flows from financing 44,306 5,000 49,306
Proceeds from issuance of 100,000 125,000 1,479,777
note
Proceeds from issuance of 100,000 125,000 1,479,777
common stock (net)
Net increase/(decrease) -259 289 -6,327 30
in cash funds
Cash, beginning of period 289 0 6,327 0
Cash, end of period $30 $289 $0 $30
</TABLE>
The accompanying notes are an integral part of these condensed
financial statements.
Ranes International Holding, Inc.
(A Development Stage Company)
Notes to Condensed Financial Statements
September 30, 1999
1. Operations and summary of significant accounting policies
Operations: Ranes International Holdings, Inc. (the
"Company") was incorporated under the laws of the state of
Nevada on February 15, 1990 as Partisan Corporation. On
March 10, 1995, the Company's name was changed to Bio-
Fluorescent Technologies, Inc. then to Ranes International
Holdings, Inc. on March 10, 1998.
Development stage enterprise: The Company is currently
considered to be in the development stage and therefore has
adopted the accounting and reporting standards of Financial
Accounting Standards Board Statement No. 7, "Accounting and
Reporting by Development Stage Enterprises".
The Company's initial business plan was based on developing,
licensing or otherwise acquiring state-of-the-art advanced
diagnostic testing and screening technology and equipment
capable of early detection of human immune system disorders
such as HIV-1, HIV-2 and Hepatitis B. In February 1995, the
Company licensed development stage diagnostic technology
designed to detect AIDS, described as the Mehica GP 120
system.
In July 1996, the Company filed a complaint against the
licenser of the technology. Development activities were
suspended and the Company wrote-off the un-amortized costs
of the Mehica GP 120 project as of July 1, 1996.
In May 1996, the Company reorganized its management team and
revised its business development plan to focus on a "growth
by acquisition" strategy. The Company has been actively
pursuing acquisition possibilities.
Cash and cash equivalents: The company considers all highly
liquid investments with a maturity of three months or less
at the date of acquisition to be cash equivalents.
Supplemental disclosure of non-cash transactions were as
follows for the three month period ended March 31, 1999:
Issuance of common stock in exchange
for services $100,500
Income taxes: Income taxes are accounted for and reported
using an asset and liability approach. Deferred income tax
assets and liabilities are computed annually for differences
between the financial statement and tax basis of assets and
liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates
applicable to the periods in which the differences are
expected to effect taxable income.
Operations and summary of significant accounting policies
(continued)
Valuation allowances are established when necessary to
reduce deferred tax assets to the amount expected to be
realized. Income tax expense is the tax payable or
refundable for the period plus or minus the change during
the year in deferred tax assets and liabilities.
Deferred tax assets result from net operating losses not yet
utilized for tax purposes. Valuation allowances have been
provided for those deferred tax assets as their utilization
are uncertain.
Reporting Comprehensive Income: In June 1997, Statement of
Financial Accounting Standards ("SFAS") No. 130, " Reporting
Comprehensive Income" was issued, which established
standards for reporting and display of comprehensive income
and its components as separate amounts in the financial
statements. Comprehensive income includes all changes in
equity during a period of an enterprise that results from
recognized transactions and other economic events other than
transactions with owners. This statement requires all items
that are to be recognized under accounting standards as
components of comprehensive income be reported in a
financial statement that is displayed with the same
prominence as other financial statements. This statement
affects only financial statement presentation. As of
December 31, 1998, the Company does not carry any items
required to be disclosed as other comprehensive income in
accordance with the statement.
Net loss per common share: Net loss per share is computed by
dividing net loss by the weighted average number of common
shares outstanding during the periods. The weighted average
number of common stock shares outstanding was 7,865,052 for
the year ended December 31, 1998; 58,676 for the year ended
December 31, 1997; and 860,278 for the cumulative period
from February 15, 1990 (inception) through December 31,
1998.
Significant risks and uncertainties: The process of
preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates
and assumptions regarding certain types of assets,
liabilities, revenues and expenses. Management of the
Company has made certain estimates and assumptions regarding
the realization of receivables and the utilization of net
operating losses for income tax purposes. Such estimates
and assumptions primarily relate to unsettled transactions
and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from
estimated amounts.
Recently Issued Accounting Pronouncements:
Accounting for Derivative Instruments and Hedging
Activities: In June 1998, SFAS No. 133, " Accounting for
Derivative Instruments and Hedging Activities" was issued.
The Statement requires that all derivatives be carried on
the balance sheet at fair value and changes in the fair
value of derivatives be recognized in income when they
occur, unless the derivatives qualify as hedges in
accordance with the standard. If a derivative qualifies as
a hedge, a company can elect to use hedge accounting. The
type of accounting to be applied varies
Operations and summary of significant accounting policies
(continued)
Recently Issued Accounting Pronouncements (continued):
depending on the nature of the exposure that is being
hedged, and the standard defines three hedge risks: change
in fair value, change in cash flows and change in foreign
currency.
A fair-value hedge represents the hedge of an exposure to
changes in the fair value of an asset, liability or an
unrecognized firm commitment. Changes in fair value hedges
are recognized in earnings, as well as the gain or loss on
the hedged item attributable to the hedged risk. Certain
criteria must be met in order for a hedging relationship to
qualify as a fair-value hedge.
A cash-flow hedge is a hedge of an exposure to variability
in cash flows that is attributable to a particular risk.
That exposure may be associated with an existing recognized
asset or liability or a forecasted transaction. The
effective portion of a hedging instrument's gain or loss is
initially reported as a component of other comprehensive
income and is reclassified as a component of earnings in the
same period or periods during which the hedge forecasted
transaction affects earnings. As in fair value hedges,
certain criteria must be met in order for a hedging
relationship to qualify as a cash-flow hedge. foreign-
currency hedge can be a fair-value hedge or a cash-flow
hedge of the foreign currency exposure, therefore it follows
the same principles as those that apply to the accounting
for non-foreign hedges with some particularities defined in
the statement.
This statement is effective for fiscal years beginning after
June 15, 1999 and cannot be applied retroactively.
Management believes that the adoption of this statement will
not have a material effect on the Company's financial
position or results of operations.
Accounting for the Cost of Computer Software Developed for
Internal Use: In March 1998, the American Institute of
Certified Public Accountants issued Statement of Position 98-
1, " Accounting for the Cost of Computer Software Developed
for Internal Use" ("SOP 98-1"), which will become effective
for financial statements for the year beginning January 1,
1999, with early adoption encouraged. SOP 98-1 requires the
capitalization of eligible costs of specified activities
related to computer software developed or obtained for
internal use. Management does not believe the impact of
adoption will have a material effect on the Company's
financial position or results of operations.
Reclassifications: Certain amounts in the 1997 financial
statements have been reclassified to conform to the 1998
presentation.
2. Continued operations
The Company has incurred net operating losses since
inception, and through December 31, 1998 business
development costs have totaled approximately $4,500,000.
These expenditures have been funded primarily with the
proceeds from the private sales of equity securities as well
as with the issuance of common stock in exchange for
services and indebtedness. Since inception, management
activities have been devoted substantially to raising
capital, identifying business opportunities, or acquiring
assets in order to generate revenues. These factors raise
substantial doubt about the Company's ability to continue as
a going concern.
The Company continues to actively pursue acquisition
possibilities.
The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.
The financial statements do not include any adjustments
relating to the recoverability and classification of assets
or the amount and classification of liabilities that might
result should the Company be unable to continue as a going
concern.
3. Reverse common stock spit
Effective January 17, 1998, the Board of Directors approved
a one share for 100 shares reverse stock split. All common
stock shares, weighted average shares, and per share amounts
have been restated in the accompanying financial statements
to reflect the reverse stock split.
4. Media products and services receivable
In October 1995, the Company issued 2,000 shares of its
common stock in exchange for script writing, music scoring,
radio commercial production and radio advertising time to be
received in the future valued at approximately $500,000.
During 1998, the Company provided an allowance of $500,000
against this asset.
5. Stock compensation plans
On August 29, 1996, the Company adopted fixed and
performance based stock compensation plans. The Company
accounts for the fair value of its grants under those plans
in accordance with Statement of Financial Accounting
Standards No. 123, "Accounting for Stock Based
Compensation". The compensation cost that was charged
against income for these plans was $50,000 for the year
ended December 31, 1997.
Fixed stock option plan: Under the 1996 Incentive Stock
Option Plan, the Company may grant options to its employees,
directors, consultants and advisors for up to 8,667 shares
of its $0.001 par value common stock. The exercise price
for stock granted pursuant to a tax-qualified option plan is
to be greater than or equal to the market price of the
Company's stock on the date of grant. The exercise price of
stock granted pursuant to a non-qualified stock option plan
is to be greater than or equal to 85% of the market price of
the Company's common
Business and summary of significant accounting policies
(continued)
Stock compensation plans (continued) stock on the date of grant.
The maximum term for an option is ten years. Options are granted
at the discretion of the Board of Directors. No options were
granted during the year ended December 31, 1998 or 1997.
Performance based stock plan: The Company may grant selected
executives and other key individuals deferred stock awards whose
vesting is contingent upon the future performance of services
under terms and conditions specified by the Board of Directors.
The number of shares subject to grant under this plan together
with the number of shares subject to option under the fixed stock
option plan cannot exceed 8,667.
A summary of the status of the Company's stock option plans as of
December 31, 1998 and 1997 and changes during the years then
ended are presented below:
<TABLE>
<C> <C>
<S>
Shares Weighted average
exercise price
Outstanding at January 6,634 $165
1, 1997
Granted
Exercised
Forfeited (167) $450
Expired
6,467 $156
Outstanding at December
31, 1997
Granted
Exercised
Forfeited
Expired (1,967) $(159)
4,500 $154
Outstanding at December
31, 1998
</TABLE>
The following table summarized information about stock options
outstanding at December 31, 1998:
<TABLE>
<S> <C> <C> <C> <C> <C>
Option Exercise price Options Weighted Options Aggregate
grant outstanding average exercisable proceeds
date 12/31/98 remaining 12/31/98 12/31/98
contractu
al life
8/29/9 $134 3,000 2.67 3,000 $402,00
6 years 0
8/29/9 $180 1,333 2.67 1,333 $239,940
6 years
8/29/9 $375 167 32.33 167 51,375
6 years
4,500 4,500 $693,315
</TABLE>
6. Income taxes
The benefit for income taxes consisted of the following:
<TABLE>
<S> <C> <C> <C>
Year ended 1998 December 31, Cumulative
1997 activity during
development
stage February
15, 1990
(inception)
through December
31, 1998
Federal:
Currently payable
Deferred (195,699) (260,641) (1,526,000)
(195,699) (260,641) (1,526,000)
Change in valuation 195,699 260,641 (1,526,000)
allowance
Benefit for income
taxes
</TABLE>
Deferred income taxes consisted of the following at December 31:
<TABLE>
<C> <C>
<S>
1998 1997
Deferred tax assets - net 1,526,000 1,330,30
operating loss carryovers 1
Valuation allowance (1,526,000)
</TABLE>
The Company has a net operating loss carryover as of
December 31, 1998 of approximately $1,526,000 available to
offset future taxable income, if any. In the event of
ownership changes aggregating 50% or more in any three-year
period, the amount of loss carryovers that become available
for utilization in any year may be limited. If not utilized
against future taxable income, the net operating loss
carryovers will expire between the years 2005 and 2013.
7. Legal proceedings
The Company had secured worldwide rights to manufacture,
market and sell the Mehica GP 120 ("Mehica") System in
February 1995. On July 19, 1996, the Company filed a
complaint in the United States District Court for the
District of Maryland against the licenser, and others,
seeking declaratory relief, damages and other relief in
respect to certain agreements relating to the rights to a
proprietary automated system for detection of the HIV virus
and for use in mass screening of individuals, the Packaged
Antigen Kit and the Mehica.
On July 30, 1996, the defendants filed an answer, counter-
claim, and third party complaint, seeking declaratory relief
with respect of the agreements and damages. A settlement
order issued by the court to dismiss the case was entered
into on September 25, 1997. Both parties elected to not
reopen the case within the allowable 30 days following the
order and the case was dismissed.
8. Contingency
The State of Nevada's Revised Statue provides that a
corporation that has been reinstated to a status of good
standing continues to be liable for past acts and errors and
omissions, whether engaged in directly or through its former
officers and directors. Management of the Company does not
believe any past acts, errors and omissions or unasserted
claims' and assessments exist or have occurred, however they
are continently liable for such matters. No provisions for
losses, if any, have been provided in the accompanying
finical statements because of the uncertainty of such
matters.
9. Related party transactions
On August 31, 1998, the Company entered into a three-year
agreement with a company owned by an Officer of the Company
for public relation services. Under the terms of the
agreement, the Company is obligated to pay this public
relations company $15,000 per month, plus certain other
costs. The agreement contains renewal provisions.
This same Officer provides management services and office support
services to the Company. Such services include office personnel,
supplies and the maintenance of the Company's principal executive
office in Scottsdale, Arizona. During 1998, the Company issued
5,000,000 shares of their common stock in exchange for $100,000
of indebtedness it owed this Officer for management and office
support services. The Company also paid this Officer
approximately $94,600 during 1998 ($637,500 during 1997). As of
December 31, 1998, the Company owed this Officer $256,439
($40,919 at December 31, 1997), which is included in the
accompanying balance sheets as payable to related parties.
During the nine month period ended September 30, 1999, The
Company incurred an additional $288,90000 in consulting fees and
in addition a note of $44,306 for cash advances to the Company.
The net accrued liability to the related company in addition to
the Cash Note amounted to $538,339 at September 30, 1999.
EXHIBITS
a) The exhibits, consisting of the Company's Articles of
Incorporation and Bylaws, are attached to the Company's Form 10-
KSB, filed on June 4, 1996. These exhibits are incorporated by
reference to that Form.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: November 5, 1999 RANES INTERNATIONAL HOLDING, INC.
(Registrant)
By: /s/ Jan J. Olivier
Jan J. Olivier, President/Director
By: /s/ Wynn J. Bott
Wynn J. Bott, Controller
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 0 30
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 0 110,250
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 0 110,280
<CURRENT-LIABILITIES> 0 632,800
<BONDS> 0 0
0 0
0 0
<COMMON> 0 8,727
<OTHER-SE> 0 (531,247)
<TOTAL-LIABILITY-AND-EQUITY> 0 110,280
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 161,739 480,277
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (161,739) (480,277)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (161,739) (480,277)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (16,739) (480,277)
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
