TRINON INC
10-K, 1998-03-10
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10K

[X]  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934

         For the fiscal year ended December 31, 1997

                                       OR

[ ]  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE  ACT OF 1934  For  the  transition  period  from  ________  to  
     ________

         Commission File No. 33-55254-22

                                  TRINON, INC.
             (Exact name of Registrant as specified in its charter)

       NEVADA                                                87-0438633
(State or other jurisdiction of                          (I.R.S. Employer
incorporation or organization)                        Identification Number)

1800 East Sahara Avenue, Suite 107
Las Vegas, Nevada                                      89104
- --------------------------------------------          -------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code (702) 693-5786

                                        3098 South Highland Drive, Suite 460
CETACEAN INDUSTRIES, INC.               Salt Lake City, Utah 84106
- -------------------------               --------------------------
Former Name                             Former Address

Securities registered pursuant to Section 12(b) of the Act: NONE

Securities registered pursuant to Section 12(g) of the Act: NONE

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. [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) 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. [X]

As of March 5, 1998,  the  aggregate  market  value of the voting  stock held by
non-affiliates of the registrant is approximately  $230,000 based on a bid price
of $.375.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

               Class                         Outstanding as of December 31, 1997
- ------------------------------------         -----------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK                    748,224 SHARES

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>



                                     PART I
ITEM 1.  Business.

         The Company was  incorporated  under the laws of Utah on April 16, 1986
and subsequently  reorganized under the laws of Nevada on December 30, 1993. The
Company's  reorganization  plan was  formulated  for the purpose of changing the
state of domicile and provided that the Company form a new corporation in Nevada
which  acquired  all of the  contractual  obligations,  shareholder  rights  and
identity of the Utah  corporation,  and then the Utah corporation was dissolved.
The Company is in the developmental  stage, and its operations to date have been
limited.  The  Company is in the  process of  investigating  potential  business
ventures which, in the opinion of management,  will provide a source of eventual
profit to the  Company.  Such  involvement  may take many forms,  including  the
acquisition  of an existing  business or the  acquisition of assets to establish
subsidiary  businesses.  The  Company's  management  does not  expect  to remain
involved  as  management  of  an  acquired  business;   presently   unidentified
individuals would be retained for such purposes.

         No  assurance  can be given as to when the Company may locate  suitable
business  opportunities  and such  opportunities  may be  difficult  to  locate;
however,  the Company intends to actively search for potential business ventures
for the next five years.  The Company intends not to allocate any incoming funds
specifically,  should there be any in the future, to general use for the purpose
of  seeking,  investigating  and  acquiring  or  becoming  engaged in a business
opportunity.  Decisions  concerning  these  matters  may be made  by  management
without the participation or authorization of the shareholders.

         Management  anticipates  that due to its limited funds, and the limited
amount of its resources,  the Company may be restricted to participation in only
one  potential  business  venture.  This  lack  of  diversification   should  be
considered a  substantial  risk because it will not permit the Company to offset
potential losses from one venture against gains from another.

         Business opportunities,  if any arise, are expected to become available
to the  Company  principally  from the  personal  contacts of its  officers  and
directors.  While it is not expected  that the Company will engage  professional
firms specializing in business  acquisitions or reorganizations,  such firms may
be  retained  if funds  become  available  in the  future,  and if  deemed to be
advisable.  Opportunities may thus become available from professional  advisers,
securities  broker-dealers,   venture  capitalists,  members  of  the  financial
community, and other sources of unsolicited proposals. In certain circumstances,
the  Company  may agree to pay a  finder's  fee or other  form of  compensation,
including  perhaps  one-time cash payments,  payments based upon a percentage of
revenues or sales volume,  and/or payments involving the issuance of securities,
for services provided by persons who submit a business  opportunity in which the
Company shall decide to  participate,  although no contracts or  arrangements of
this nature  presently  exist. The Company is unable to predict at this time the
costs of locating a suitable business opportunity.

         The Company will not restrict  its search to any  particular  business,
industry or  geographical  location,  and  reserves the right to evaluate and to
enter into any type of business  opportunity,  in any stage of their development
(including  the  "start  up"  stage),  in any  location.  In  seeking a business
venture,  Management  will not be  influenced  primarily  by an  attempt to take
advantage  of the  anticipated  or  perceived  appeal  of a  specific  industry,
management  group,  or product or industry,  but rather will be motivated by the
Company's business objective of seeking long term capital  appreciation in their
real value.  In addition,  the Exchange Act reporting  requirements  require the
filing of the Form 8-K disclosing any businesses acquired and requires certified
financial  statements  of  such  companies.  These  reporting  requirements  may
substantially   limit  the  businesses  which  may  be  available  for  possible
acquisition candidates.

                                        1

<PAGE>



         The analysis of business  opportunities  will be undertaken by or under
the  supervision  of the Company's  management,  none of whom is a  professional
analyst and none of whom have significant general business experience. Among the
factors  which  management  will  consider  in  analyzing   potential   business
opportunities are the available technical,  financial and managerial  resources;
working capital and financial  requirements;  the history of operation,  if any;
future prospects; the nature of present and anticipated  competition;  potential
for  further  research,   development  or  exploration;   growth  and  expansion
potential;  profit potential;  the perceived public recognition or acceptance of
products or services; name identification, and other relevant factors.

         It is not  possible at present to predict the exact manner in which the
Company  may   participate  in  a  business   opportunity.   Specific   business
opportunities  will be reviewed  and,  based upon such review,  the  appropriate
legal structure or method of  participation  will be decided upon by management.
Such structures and methods may include,  without limitation,  leases,  purchase
and  sale  agreements,   license,   joint  ventures;  and  may  involve  merger,
consolidation  or  reorganization.  The Company may act  directly or  indirectly
through an interest in a partnership, corporation or other form of organization.
However,  it is most likely that the Company will acquire a business  venture by
conducting a reorganization  involving the issuance of the Company's  restricted
securities.  Such a reorganization may involve a merger (or combination pursuant
to state corporate statutes,  where one of the entities dissolves or is absorbed
by the other), or it may occur as a consolidation,  where a new entity is formed
and the  Company  and such other  entity  combine  assets in the new  entity.  A
reorganization may also occur, directly or indirectly, through subsidiaries, and
there is no assurance that the Company would be the surviving  entity.  Any such
reorganization  could  result in  additional  dilution  to the book value of the
shares and loss of control of a majority of the shares.  The  Company's  present
directors may be required to resign in connection with a reorganization.

         A  reorganization  may be structured in such a way as to take advantage
of certain beneficial tax consequences available in business reorganizations, in
accordance  with  provisions of the Internal  Revenue Code of 1986 (as amended).
Pursuant  to  such  a  structure,  the  number  of  shares  held  prior  to  the
reorganization  by all of the Company's  shareholders  might be less than 20% of
the  total  shares  to be  outstanding  upon  completion  of the  trans  action.
Substantial  dilution of percentage  equity ownership may result to the minority
shareholders, in the discretion of management.

         Generally,  the issuance of securities in a reorganization  transaction
would  be  undertaken  in  reliance  upon  one  or  more   exemptions  from  the
registration  provisions of applicable  federal  securities laws,  including the
exemptions  provided  for  non-public  or limited  offerings,  distributions  to
persons resident in only one state and similar exemptions provided by state law.
Shares issued in a reorganization  transaction based upon these exemptions would
be  considered  "restricted"  securities  under the 1933  Act,  and would not be
available  for  resale for a period of two years,  in  accordance  with Rule 144
promulgated  under  the 1933 Act.  However,  the  Company  might  undertake,  in
connection  with  such  a  reorganization   transaction,   certain  registration
obligations in connection with such securities.

         The  Company  may  choose  to  enter  into  a  venture   involving  the
acquisition  of or  merger  with a  company  which  does  not  need  substantial
additional  capital but desires to establish a public  trading  market for their
securities.  Such a company may desire to consolidate  its  operations  with the
Company  through  a  merger,   reorganization,   asset  acquisition,   or  other
combination,  in order to avoid possible adverse consequences of undertaking its
own public offering.  (Such consequences  might include expense,  time delays or
loss of  voting  control.)  In the event of such a merger,  the  Company  may be
required to issue significant  additional shares, and it may be anticipated that
control over the Company's  affairs may be transferred to others. It should also
be noted that this type of business venture

                                        2

<PAGE>



might have the effect of depriving the minority  shareholders  of the protection
of federal and state  securities  laws,  which normally  affect the process of a
company's becoming publicly held.

         It  is  likely  that  the   investigation  and  selection  of  business
opportunities  will be complex,  time-consuming  and extremely  risky.  However,
management believes that even though the Company will have limited capital,  the
fact that  their  securities  will be  publicly-held  will make it a  reasonably
attractive business prospect for other firms.

         As  part of  their  investigation  of  acquisition  possibilities,  the
Company's  management may meet with  executive  officers of the business and its
personnel;  inspect its facilities;  obtain independent analysis or verification
of the  information  provided,  and conduct other  reasonable  measures,  to the
extent permitted by the Company's  limited  resources and  management's  limited
expertise.  Generally,  the Company  intends to analyze and make a determination
based upon all available  information without reliance upon any single factor as
controlling.

         In all likelihood,  the Company's  management will be  inexperienced in
the areas in which potential  businesses  will be investigated  and in which the
Company may make an acquisition or investment. Thus, it may become necessary for
the  Company  to retain  consultants  or  outside  professional  firms to assist
management in evaluating potential  investments,  and to hire managers to run or
oversee the operations of its acquisitions or investments.  The Company can give
no assurance that it will be able to find suitable consultants or managers.

         It may be  anticipated  that the  investigation  of  specific  business
opportunities   and  the   negotiation,   drafting  and  execution  of  relevant
agreements,  disclosure documents and other instruments will require substantial
management time and attention, and substantial costs for accountants,  attorneys
and  others.  Should  a  decision  thereafter  be made not to  participate  in a
specific  business  opportunity,  it is likely that costs already expended would
not be  recoverable.  It is  also  likely,  in the  event a  transaction  should
eventually  fail to be consummated,  for any reason,  that the costs incurred by
the Company would not be recoverable.  The Company's  officers and directors are
entitled to reimbursement  for all expenses  incurred in their  investigation of
possible  business  ventures on behalf of the Company,  and no assurance  can be
given that if the Company has available  funds they will not be depleted in such
expenses.

         In addition to the severe limitations placed upon the Company by virtue
of its financial status, the Company will also be limited,  in its investigation
of  possible  acquisitions,  by the  reporting  requirements  of the  Securities
Exchange Act of 1934, pursuant to which certain information must be furnished in
connection with any significant  acquisitions.  The Company would be required to
furnish,  with  respect  to any  significant  acquisition,  certified  financial
statements for the acquired company, covering one, two or three years (depending
upon the relative size of the acquisition).  Consequently, acquisition prospects
which do not have the requisite certified financial statements, or are unable to
obtain them, may be inappropriate  for acquisition  under the present  reporting
requirements of the 1934 Act.

         The Company does not intend to take any action which would render it an
investment company under The Investment  Companies Act of 1940 (the "1940 Act").
The 1940 Act defines an investment  company as one which (1) invests,  reinvests
or  trades  in  securities  as its  primary  business,  (2)  issues  face-amount
certificates of the installment type or (3) invests,  reinvests,  owns, holds or
trades  securities  or owns or  acquires  investment  securities  having a value
exceeding 40 percent of the value of its total assets  (exclusive  of Government
securities  and cash  items) on an  unconsolidated  basis.  The above 40 percent
limitation may be exceeded so long as a company is primarily  engaged,  directly
or through  wholly-owned  subsidiaries,  in a business or businesses  other than
that of

                                        3

<PAGE>



investing, reinvesting, owning, holding or trading in securities. A wholly-owned
subsidiary is defined as one which is at least 95% owned by the company.

         Neither the Company nor any of its officers or directors are registered
as investment  advisers under the Investment Advisers Act of 1940 (the "Advisers
Act"),  and so there is no  authority  to  pursue  any  course  of  business  or
activities  which  would  render  the  Company  or  its  management  "investment
advisers" as defined in the Advisers Act.  Management believes that registration
under  the  Advisers  Act  is not  required  and  that  certain  exemptions  are
available,  including  the  exemptions  for persons  who may render  advice to a
limited number of other persons and who may advise other persons  located in one
state only.

         The Company expects to encounter intense  competition in its efforts to
locate  suitable  business   opportunities  in  which  to  engage.  The  primary
competition  for  desirable  investments  may come from  other  small  companies
organized  and funded for  similar  purposes,  from small  business  development
corporations and from public and private venture capital  organizations.  As the
Company has  limited  funding,  it can fairly be said that all of the  competing
entities will have  significantly  greater  experience,  resources,  facilities,
contacts and managerial expertise than the Company and will, consequently, be in
a better  position  than the  Company  to obtain  access  to,  and to engage in,
business  opportunities.  Due to its lack of funds,  the Company may not be in a
position  to compete  with larger and more  experienced  entities  for  business
opportunities  which are low-risk.  Business  opportunities in which the Company
may  ultimately  participate  are  likely  to  be  highly  risky  and  extremely
speculative.

ITEM 2.  Properties.

         The Company owns no properties  and utilizes  space on a month to month
rent basis.  This  arrangement  is  expected to continue  until such time as the
Company  becomes  involved  in  a  business   venture  which   necessitates  its
relocation,  as to  which  no  assurances  can  be  given.  The  Company  has no
agreements  with  respect to the  maintenance  or future  acquisition  of office
facilities,  however, if a successful  merger/acquisition  is negotiated,  it is
anticipated that the office of the Company will be moved to that of the acquired
company.

ITEM 3.  Historical Legal Proceedings.

         On January 7, 1994, the Bureau of Securities of the State of New Jersey
filed a complaint in the matter of Capital General Corporation,  David R. Yeaman
and 74 other  named  defendants,  Nevada  and Utah  corporations  including  the
Company,  which  complaint  proposes  that civil  monetary  penalties  totalling
$30,000.00  be  assessed   against  Capital  General   Corporation  for  alleged
violations of the Uniform  Securities Law (1967),  N.J.S.A.  49:3-47 et. seq. by
(1)  selling  to 24 New  Jersey  residents  between  April  1986  and May  1991,
securities in 25 of the 74 above  referred to respondent  corporations  named in
the proceeding,  including the Company, which were neither registered nor exempt
from  registration,  and (2)  making  untrue  statements  of  material  fact and
omitting to state material  facts in connection  with said New Jersey sales in 6
of the 74 above referred to resident  corporations named in the proceeding,  not
including the Company.  Also on January 7, 1994, the Bureau of Securities of the
State of New Jersey, based on substantially  similar allegations as in the above
referred complaint, issued its Order Denying Exemptions and to Cease and Desist.
This order summarily  denied the exemptions  contained in N.J.S.A.  49:3- 50(b),
(1),  (2),  (3),  (9),  (11)  and  (12) of the  securities  of  Capital  General
Corporation  and the other 74  respondent  corporations,  including the Company,
except that  excluded  from the summary  denial of the  exemption  contained  in
N.J.S.A.   49-3-50(b)(12)   is  the  Offer  of  Rescission  by  Capital  General
Corporation to 24 New Jersey residents pursuant to the offer of rescission which
began about April 28, 1993. This order also ordered Capital General

                                        4

<PAGE>



Corporation  and David  Yeaman to Cease and Desist from  offering or selling any
securities in blind pool corporations into, or from the State of New Jersey.

         Capital  General and David  Yeaman filed  answers  denying the material
allegations  of said  complaint  and  resisting  the  imposition  of said  civil
monetary  penalties,  and the said  Order  Denying  Exemptions  and to Cease and
Desist.  Subsequently the issues raised in said complaint and order were settled
by agreement  between the said Bureau of  Securities  and Mr. Yeaman and Capital
General  Corporation  in a consent  order dated July 11, 1994 and approved by an
administrative law judge of the State of New Jersey Office of Administrative Law
September  2, 1994.  Under the terms of said  consent  order,  all claims in the
complaint  against all named  respondents  were settled by the payment of $3,000
civil penalty, and the order was modified so that it does not apply to 27 of the
respondent companies; however said order does still apply to the Company.

         During 1986 and 1987,  Capital General gifted very small percentages of
stock  (usually 100 shares to each  giftee) in the  following  companies,  which
includes the Company, to approximately 1,000 persons or entities: Amenity, Inc.,
Dogmatic,  Inc., Mystic Industries,  Inc.,  Highland Mfg., Inc.,  Kowtow,  Inc.,
Noble  Industries,  Inc.,  Oryan Capital  Corporation,  Pegasus Star Enterprise,
Inc., Showstoppers,  Inc., Hightide, Inc., Grandeur, Inc., Fantastic Industries,
Inc.,  Jugglar,  Inc.,  Xebec Galleon,  Inc.,  Golden Home Health Care Equipment
Centers,  Inc., Nighthawk Capital,  Inc.,  Instrument  Development  Corporation,
Panther Industries,  Inc., Owl Enterprises,  Inc., Quail, Inc., GBS Technologies
Corporation, H & B Carriers, Inc., Florida Growth Industries, Inc., Macaw, Inc.,
Longhorn Enterprise, Inc., Koala Corporation,  Yahwe Corporation,  Star Dolphin,
Inc., Jackal, Inc., Hyena Capital,  Inc., Gopher, Inc., Flamingo Capital,  Inc.,
Egret,  Inc.,  Cetacean  Industries,  Inc.,  Bonito,  Inc.,  Alpaca,  Inc., Zeus
Enterprise,   Inc.,   Tamarind,   Inc.,  Saber,  Inc.,  Radar,  Inc.,  Quiescent
Corporation,  Vanadium,  Inc., Upsilon,  Inc., Why Not?, Inc.,  Bestmark,  Inc.,
Missouri Illinois Mining Co., Inc.

     Capital  General did not  register  the gifts of shares in these  companies
with  the  Securities  Division  of the  State  of Utah or with  the  Securities
Exchange  Commission  because it believed these gifts to be outside the scope of
the Utah Uniform  Securities  Act and the  Securities  Act of 1933 in as much as
such acts  require  registration  for sales and do not require  registration  of
gifts.  Nevertheless,  in  connection  with the  distribution  of  shares of its
subsidiaries,  Capital General was found by the Utah Securities  Advisory Board,
in two  decisions  affirmed  by the Utah  State  Courts,  to have  violated  the
registration  provisions of the Utah Uniform  Securities  Act. See In re Amenity
Inc.,  No.  SD-86-11  (Utah Sec. Adv. Bd.  February 18, 1987) aff'd C87-2625 (3d
Dist. Ct.  September 18, 1987) aff'd sub nom Capital General Corp. v. Utah Dep't
of Business Reg., 777 P.2d 494, 498 (Utah Ct. App.) cert.  denied,  781 P.2d 873
(Utah S. Ct. 1989);  In re H&B Carriers  Inc., No.  87-09-28-01  (Utah Sec. Adv.
Bd., Apr. 15, 1988) aff'd No.  88-5900053 (3d Dist. Ct. Sept 10, 1990) aff'd sub
nom Capital  General Corp. v. Utah Dep't of Business Reg.,  Case No 91-196 (Utah
Ct. App.  February 10, 1992.  All of the remaining  companies  listed above were
parties to the H&B Carriers order.

         Both of these actions  sought  suspension of  transactional  exemptions
respecting the shares of these companies  pursuant to Section 14 (3) of the Utah
Uniform  Securities Act.  Capital  General  defended both actions on the grounds
that the Utah Uniform Securities Act did not apply to gifts of securities,  that
the gifts were good faith gifts  specifically  exempted by the Act,  and that in
any event even if it had "sold"  shares in violation of the Act,  suspension  of
transactional  exemptions was not an authorized remedy under the statute.  These
defenses were  rejected at the  administrative  agency level,  and upon judicial
review at the District Court level and by the Utah Court of Appeals.


                                        5

<PAGE>



ITEM 4.  Submission of Matters to a Vote of Security Holders.

         No matter was  submitted to the Company's  security  holders for a vote
during the fiscal year ending December 31, 1997.

                                     PART II

ITEM 5.  Market for Registrant's Common Equity and Related Stockholders Matters.

     During the fourth quarter of 1997, the Company's  stock price traded in the
range of $.00 to $5.625. The stock trades under the Symbol TNNI on the NASDAQ-BB
System.

         As of December,  1997,  there were 774 record  holders of the Company's
common stock.  The Company has not previously  declared or paid any dividends on
its  common  stock  and does  not  anticipate  declaring  any  dividends  in the
foreseeable future.

ITEM 6.  Selected Financial Data.

                                  TRINON, INC.
                              SUMMARY OF OPERATIONS
                                  DECEMBER 1997

<TABLE>
<CAPTION>
                                  1997          1996         1995        1994       1993
                                  ----          ----         ----        ----       ----
<S>                             <C>                <C>          <C>         <C>        <C>
Total Assets.............       25,605             0            0           0          0
Revenues................             0             0            0           0          0
Operating Expenses....         333,193             0            0           0          0
  Net Earnings (Loss)..       (333,193)            0            0           0          0
Per Share Data
  Earnings (Loss).......          (.65)            0            0           0          0

Average Common Shares
  Outstanding.....             515,938       250,000      250,000     250,000    250,000
</TABLE>

ITEM 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation.

         The Company has had limited operational  history. All risks inherent in
new and inexperienced  enterprises are inherent in the Company's  business.  The
Company has not made a formal study of the economic  potential of any  business.
At  the  present,  the  Company  has  not  identified  any  assets  or  business
opportunities for acquisition.

         As of February,  1998,  the Company has limited  liquidity  and capital
resources,  such as  credit  lines,  guarantees,  etc.  and  should a merger  or
acquisition prove unsuccessful, it is possible that the Company may be dissolved
by the State of Nevada for failing to file  reports,  at which point the Company
would no longer be a viable  corporation under Nevada law and would be unable to
function as a legal entity.  Should  management decide not to further pursue its
acquisition activities,  management may abandon its activities and the shares of
the Company would become worthless.


                                        6

<PAGE>



         Based  on  current  economic  and  regulatory  conditions,   Management
believes that it is possible,  if not probable,  for a company like the Company,
without  assets or  liabilities,  to  negotiate a merger or  acquisition  with a
viable private company.  The opportunity arises principally  because of the high
legal  and  accounting   fees  and  the  length  of  time  associated  with  the
registration process of "going public".  However, should any of these conditions
change,  it is very possible that there would be little or no economic value for
anyone taking over control of the Company.

ITEM 7A.  Quantitative and Qualitative Disclosures About Market Risk.

         Not Applicable.

ITEM 8.  Financial Statements and Supplementary Data.

         See Item 14.

ITEM 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure.

         Not Applicable.

                                    PART III

ITEM 10.  Directors and Executive Officers of the Registrant.

         The following  table shows the positions held by the Company's  officer
and director.  The director was  appointed  August 20, 1997 and will serve until
the next annual meeting of the Company's stockholders,  and until his successors
have  been  elected  and  have  qualified.  The  officer  was  appointed  to his
positions, and continues in such positions, at the discretion of the director.

Name                     Age      Position
Craig Hurst              33       President, Secretary/Treasurer, Director

     CRAIG HURST (Age 33) - President and Director.  From 1987 to 1988 Mr. Hurst
was a pro-trader on the V.S.E. with C.M. Oliver & Co. From 1988 to 1989 he acted
as licensed investment advisor with First Vancouver Securities, and from 1989 to
present  has  been  an  independent   venture   capital   executive   consultant
specializing  in  drafting  and  structuring  of new  corporations,  merger  and
acquisition  consulting,  and development of public relations  programs for both
public and  private  companies  such as Accord  SEG,  Dynamic  Associates,  Inc.
(DYAS/OTC),  PLC Systems,  Inc.  (PLC/AMES),  Hygeia  Pharmaceutical  (NVO/TSE),
Unilens  Optical,   Corp.   (UOCCF/OTC),   and  Clearly  Canadian  Beverage  Co.
(CLCDF/OTC).


ITEM 11.  Executive Compensation.

         The  Company has made  arrangements  for  limited  remuneration  of its
officers and directors, also that they will be entitled to receive reimbursement
for actual,  demonstrable  out-of-pocket expenses,  including travel expenses if
any,  made  on  the   Company's   behalf  in  the   investigation   of  business
opportunities. Remuneration has been paid to the Company's officers or directors
prior to the filing of this form. There are no agreements or understandings

                                        7

<PAGE>



with  respect to the amount or  remuneration  that  officers and  directors  are
expected to receive in the future. No present  prediction or representation  can
be made as to the  compensation or other  remuneration  which may be paid to the
Company's  management,  since  upon the  successful  consummation  of a business
opportunity,  substantial  changes may occur in the structure of the Company and
its  management.  At such time,  contracts may be negotiated with new management
requiring the payment of annual  salaries or other forms of  compensation  which
cannot  presently  be  anticipated.  Use of the  term  "new  management"  is not
intended  to  preclude  the  possibility  that any of the  present  officers  or
directors  of the  Company  might be  elected  to  serve in the same or  similar
capacities  upon the Company's  decision to  participate in one or more business
opportunities.

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.

         The following  table sets forth,  as of December 31, 1997,  information
regarding the beneficial ownership of shares by each person known by the Company
to own five percent or more of the outstanding  shares, by each of the directors
and by the officers and directors as a group.

<TABLE>
<CAPTION>
                          Name and address                                     Amount of                  Percent
Title of class            of beneficial owner                                  beneficial ownership      of class
<S>                       <C>                                                    <C>                         <C>  
Common Stock              Roche Holdings (Espana) SA                             133,766                     17.9%
                          PO Box 866
                          Anderson Square Building
                          Grand Cayman, BWI

Common Stock              Four Star Ranch                                         52,000                      7.0%
                          3098 South Highland Dr., Suite 460
                          Salt Lake City, Utah 84106

Common Stock              Katherine Lee                                           37,879                      5.1%
                          4 Rolling Green Drive
                          Amherst, MA 01002

Common Stock              Craig Hurst                                          200,000(1)                    26.8%
                          7000 North 16th Street, Suite 120-411
                          Phoenix, Arizona 85106

Common Stock              All Officers and Directors as a group                  200,000                     26.8%
</TABLE>

          (1)Includes 200,000 options which are held by Mr. Hurst.

ITEM 13.  Certain Relationships and Related Transactions.

          Not Applicable.






                                        8

<PAGE>



                                     PART IV

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

          Financial Statements and Financial Statement Schedules.

          Financial Statements - December 31, 1997, 1996 and 1995.


          Reports on Form 8-K.

          There were no reports on Form 8-K filed  during the fourth  quarter of
1997.


                                   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.

                                 CETACEAN INDUSTRIES, INC.



Date: March 10, 1998             By: /s/ Craig Hurst
                                       Craig Hurst, President

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.


Date: March 10, 1998             By: /s/ Craig Hurst
                                    Craig Hurst, President, Secretary/Treasurer,
                                    and Director


                                        9

<PAGE>


                                 SMITH & COMPANY
                          CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS OF:                                  10 WEST 100 SOUTH
AMERICAN INSTITUTE OF                        SALT LAKE CITY, UTAH 84101
     CERTIFIED PUBLIC ACCOUNTANTS            TELEPHONE:       (801) 575-8297
UTAH ASSOCIATION OF                          FACSIMILE:       (801) 575-8306
     CERTIFIED PUBLIC ACCOUNTANTS            E-mail: [email protected]
- --------------------------------------------------------------------------------



                          INDEPENDENT AUDITOR'S REPORT


Board of Directors
Trinon, Inc. (A Development Stage Company)

We have  audited  the  accompanying  balance  sheets of Trinon,  Inc.  (formerly
Cetacean Industries, Inc.) (a development stage company) as of December 31, 1997
and 1996,  and the related  statements of operations,  changes in  stockholders'
equity,  and cash flows for the years ended  December 31, 1997,  1996, and 1995,
and for the period of April 16, 1986 (date of  inception)  to December 31, 1997.
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 Trinon, Inc. (formerly Cetacean
Industries,  Inc.) (a  development  stage  company) as of December  31, 1997 and
1996, and the results of its operations,  changes in stockholders'  equity,  and
its cash flows for the years ended  December 31, 1997,  1996,  and 1995, and for
the period of April 16,  1986 (date of  inception)  to  December  31,  1997,  in
conformity with generally accepted accounting principles.


                                                    /s/ Smith & Company
                                                    CERTIFIED PUBLIC ACCOUNTANTS


Salt Lake City, Utah
February 12, 1998

                                       F-1

<PAGE>



                                  TRINON, INC.
                      (Formerly Cetacean Industries, Inc.)
                          (A Development Stage Company)
                                 BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                                      12/31/97              12/31/96
                                                                                 -----------------     -----------------
             ASSETS
CURRENT ASSETS
<S>                                                                              <C>                   <C>              
         Cash in bank                                                            $          15,690     $               0
         Prepaid expenses                                                                    9,915                     0
                                                                                 -----------------     -----------------

                      TOTAL CURRENT ASSETS                                                  25,605                     0

OTHER ASSETS
         Organization costs (Note 1)                                                             0                     0
                                                                                 -----------------     -----------------
                                                                                                 0                     0
                                                                                 -----------------     -----------------

                                                                                 $          25,605     $               0
                                                                                 =================     =================

             LIABILITIES & EQUITY
CURRENT LIABILITIES
         Accounts payable                                                        $          10,514     $               0
                                                                                 -----------------     -----------------

                      TOTAL CURRENT LIABILITIES                                             10,514                     0

STOCKHOLDERS' EQUITY
        Common Stock $.001 par value:
          Authorized - 100,000,000 shares
          Issued and outstanding
         748,224 shares (250,000 in 1996)                                                      748                   250
         Additional paid-in capital                                                        352,536                 1,750
         Stock subscription receivable                                                      (3,000)                    0
         Deficit accumulated during
          the development stage                                                           (335,193)               (2,000)
                                                                                 -----------------     -----------------

                      TOTAL STOCKHOLDERS' EQUITY                                            15,091                     0
                                                                                 -----------------     -----------------

                                                                                 $          25,605     $               0
                                                                                 =================     =================
</TABLE>

See Notes to Financial Statements.


                                       F-2

<PAGE>



                                  TRINON, INC.
                      (Formerly Cetacean Industries, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                                                             4/16/86
                                                       Year               Year              Year            (Date of
                                                       ended              ended             ended          inception) to
                                                      12/31/97           12/31/96          12/31/95          12/31/97
                                                   --------------     --------------    --------------    --------------

<S>                                                <C>                <C>               <C>               <C>           
Net sales                                          $            0     $            0    $            0    $            0
Cost of sales                                                   0                  0                 0                 0
                                                   --------------     --------------    --------------    --------------

                      GROSS PROFIT                              0                  0                 0                 0

Bad debt                                                   25,000                  0                 0            25,000
General & administrative
 expenses                                                  87,759                  0                 0            89,759
                                                   --------------     --------------    --------------    --------------
                                                          112,759                  0                 0           114,759
                                                   --------------     --------------    --------------    --------------
Net loss before discontinued
         operations                                      (112,759)                 0                 0          (114,759)

Discontinued operations:
         Operations of subsidiaries
             which were terminated
             as subsidiaries on
             11/4/97 (Note 5)                            (220,434)                 0                 0          (220,434)
                                                   --------------     --------------    --------------    --------------

                          NET LOSS                 $     (333,193)    $            0    $            0    $     (335,193)
                                                   ==============     ==============    ==============    ==============


Net income (loss) per weighted average share:
             Operations                            $         (.22)    $          .00    $          .00
             Discontinued operations                         (.43)               .00               .00
                                                   --------------     --------------    --------------

                                                   $         (.65)    $          .00    $          .00
                                                   ==============     ==============    ==============

Weighted average number of
 common shares used to compute
 net income (loss) per weighted
 average share                                            515,938           250,000            250,000
                                                   ==============     =============     ==============
</TABLE>


See Notes to Financial Statements.


                                       F-3

<PAGE>



                                  TRINON, INC.
                      (Formerly Cetacean Industries, Inc.)
                          (A Development Stage Company)
                  STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY



<TABLE>
<CAPTION>
                                                                                                            Deficit
                                                                                                           Accumulated
                                                           Common Stock                  Additional          During
                                                          Par Value $0.001                Paid-in          Development
                                                       Shares             Amount            Capital            Stage
                                                   --------------     --------------    --------------    --------------

Balances at 4/16/86
<S>                                                <C>                <C>               <C>               <C>           
         (Date of inception)                                    0     $            0    $            0    $            0
         Issuance of common stock
             (restricted) at $.008 per
             share at 5/29/86                             250,000                250             1,750
         Net loss for period                                                                                      (1,950)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/86                                      250,000                250             1,750            (1,950)
         Net loss for year                                                                                           (10)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/87                                      250,000                250             1,750            (1,960)
         Net loss for year                                                                                           (10)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/88                                      250,000                250             1,750            (1,970)
         Net loss for year                                                                                           (10)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/89                                      250,000                250             1,750            (1,980)
         Net loss for year                                                                                           (10)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/90                                      250,000                250             1,750            (1,990)
         Net loss for year                                                                                           (10)
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/91                                      250,000                250             1,750            (2,000)
         Net income for year                                                                                           0
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/92                                      250,000                250             1,750            (2,000)
         Net income for year                                                                                           0
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/93                                      250,000                250             1,750            (2,000)
         Net income for year                                                                                           0
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/94                                      250,000                250             1,750            (2,000)
         Net income for year                                                                                           0
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/95                                      250,000                250             1,750            (2,000)
         Net income for year                                                                                           0
                                                   --------------     --------------    --------------    --------------
Balances at 12/31/96                                      250,000                250             1,750            (2,000)
</TABLE>

See Notes to Financial Statements.


                                       F-4

<PAGE>



                                  TRINON, INC.
                      (Formerly Cetacean Industries, Inc.)
                          (A Development Stage Company)
            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (continued)


<TABLE>
<CAPTION>
                                                                                                             Deficit
                                                                                                           Accumulated
                                                              Common Stock                Additional         During
                                                            Par Value $0.001               Paid-in         Development
                                                       Shares             Amount            Capital            Stage
                                                   --------------     --------------    --------------    --------------
<S>                                                <C>                <C>               <C>               <C>            
Balances at 12/31/96                                      250,000     $          250    $        1,750    $       (2,000)
         Issuance of restricted stock
             for subsidiaries and
             services at $.004:
                  8/26/97 (1)                             685,500                686             2,056
                  9/15/97 (1)                             364,585                365             1,093
         Stock sold for cash at:
             $8.95 8/29/97 (S-8)                           13,750                 14           122,986
             $10.00 9/15/97                                 1,250                  1            12,499
             $9.00 9/15/97                                    900                  1             8,099
             $10.00 9/26/97                                 1,550                  2            15,498
             $9.00 10/3/97 (S-8)                           12,500                 12           112,488
             $2.00 10/22/97 (S-8)                           7,250                  7            14,493
             $9.00 10/22/97                                 2,500                  2            22,498
             $1.00 12/2/97 (S-8)                           14,500                 15            14,485
             $2.00 12/2/97 (S-8)                            2,500                  2             4,998
             $2.00 12/22/97 (S-8)                           1,000                  1             1,999
         Stock sold for subscription at:
             $1.00 10/27/97 (S-8)                           1,250                  1             1,249
             $1.00 10/28/97 (S-8)                           1,750                  2             1,748
         Stock issued for services at:
             $1.00 12/15/97 (S-8)                           2,500                  2             2,498
             $1.00 12/19/97 (Reg. S)                       11,000                 11            10,989
         Stock issued for prepaid
             expenses at $1.00
                  12/19/97 (Reg. S)                         3,000                  3             2,997
         Stock canceled (1)                              (629,061)              (629)           (1,887)
         Net loss for year                                                                                      (333,193)
                                                   --------------     --------------    --------------    --------------

Balances at 12/31/97                                      748,224     $          748    $      352,536    $     (335,193)
                                                   ==============     ==============    ==============    ==============
</TABLE>

             (1) A total of 629,061 of these  shares  were  canceled in November
             when certain transactions were rescinded.

             All  share  figures  reflect  a one for four  reverse  split of the
             Company's common stock which was approved on January 29, 1998 to be
             effective February 17, 1998.

See Notes to Financial Statements.


                                       F-5

<PAGE>



                                  TRINON, INC.
                      (Formerly Cetacean Industries, Inc.)
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS



<TABLE>
<CAPTION>
                                                                                                             4/16/86
                                                       Year               Year              Year            (Date of
                                                       ended              ended             ended           Inception) to
                                                     12/31/97           12/31/96          12/31/95          12/31/97
                                                   --------------     --------------    --------------    --------------
OPERATING ACTIVITIES
<S>                                                <C>                <C>               <C>               <C>            
         Net income (loss)                         $     (333,193)    $            0    $            0    $     (335,193)
         Adjustments to reconcile
          net income (loss) to
          cash used by operating
          activities:
             Stock issued for expenses                     15,184                  0                 0            15,184
             Amortization                                       0                  0                 0                50
         Changes in assets and
             liabilities:
             Prepaid expenses                              (6,915)                 0                 0            (6,915)
             Accounts payable                              10,514                  0                 0            10,514
                                                   --------------     --------------    --------------    --------------

                             NET CASH USED BY
                         OPERATING ACTIVITIES            (314,410)                 0                 0          (316,360)

INVESTING ACTIVITIES
         Organization costs                                     0                  0                 0               (50)
                                                   --------------     --------------    --------------    --------------

                             NET CASH USED BY
                         INVESTING ACTIVITIES                   0                  0                 0               (50)

FINANCING ACTIVITIES
         Proceeds from sale of
          common stock                                    330,100                  0                 0           332,100
                                                   --------------     --------------    --------------    --------------

                         NET CASH PROVIDED BY
                         FINANCING ACTIVITIES             330,100                  0                 0           332,100
                                                   --------------     --------------    --------------    --------------

                             INCREASE IN CASH
                         AND CASH EQUIVALENTS              15,690                  0                 0            15,690
         Cash and cash equivalents
         at beginning of year                                   0                  0                 0                 0
                                                   --------------     --------------    --------------    --------------

                      CASH & CASH EQUIVALENTS
                               AT END OF YEAR      $       15,690     $            0    $            0    $       15,690
                                                   ==============     ==============    ==============    ==============
</TABLE>




See Notes to Financial Statements.


                                       F-6

<PAGE>



                                  TRINON, INC.
                      (Formerly Cetacean Industries, Inc.)
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1997


NOTE 1:   SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
          Accounting Methods:

          The Company recognizes income and expenses based on the accrual method
          of accounting.

          Dividend Policy:
          The  Company  has not yet  adopted  any  policy  regarding  payment of
          dividends.

          Organization Costs:
          The Company amortized its organization csts over a five year period.

          Cash and Cash Equivalents:
          For  financial  statement  puroses,  the Company  considers all highly
          liquid  investments with an original  maturity of three months or less
          when purchased to be cash equivalents.

          Earnings (loss) per share:
          Earnings or loss per common and common equivalent share is computed by
          dividing net earnings  (loss) by the weighted  average  common  shares
          outstanding during each year.

          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  disclosures of contingent  assets and liabilities at
          the  date of the  financial  statements  and the  reported  amount  of
          revenue and expenses during the reporting period. Actual results could
          differ from those estimates.

          Stock Options:
          The Company has elected to follow  Accounting  Principles Board Option
          No.  25,  "Accounting  for  Stock  Issued to  Employees"  (APB 25) and
          related  interpretations  in accounting for its employee stock options
          rather than adopting the alternative  fair value  accounting  provided
          for under Financial Accounting Standards Board ("FASB") FASB Statement
          No. 123, Accounting for Stock Based Compensation (SFAS 123).

          Income Taxes: 
          The Company  records the income tax effect of transactions in the same
          year that the  transactions  enter into the  determination  of income,
          regardless of when the  transactions  are recognized for tax purposes.
          Tax credits are recorded in the year  realized.  Since the Company has
          not yet realized  income as of the date of this  report,  no provision
          for income taxes has been made.

          In February,  1992, the Financial  Accounting  Standards Board adopted
          Statement of Financial  Accounting  Standards No. 109,  Accounting for
          Income   Taxes,   which   supersedes    substantially   all   existing
          authoritative  literature for accounting for income taxes and requires
          deferred  tax  balances  to be  adjusted  to reflect  the tax rates in
          effect  when  those   amounts  are  expected  to  become   payable  or
          refundable.  The  Statement  was  applied in the  Company's  financial
          statements for the fiscal year commencing January 1, 1993.

          At December 31, 1997 a deferred tax asset has not been recorded due to
          the  Company's  lack of  operations  to provide  income to use the net
          operating loss carryover of $335,193 which expires as follows:

                  Year Ended                Expires                 Amount

               December 31, 1986       December 31, 2001        $      1,950
               December 31, 1987       December 31, 2002                  10
               December 31, 1988       December 31, 2003                  10
               December 31, 1989       December 31, 2004                  10
               December 31, 1990       December 31, 2005                  10
               December 31, 1991       December 31, 2006                  10
               December 31, 1997       December 31, 2010             333,193
                                                                ------------

                                                                $    335,193
                                                                ============

                                       F-7

<PAGE>


                                  TRINON, INC.
                      (Formerly Cetacean Industries, Inc.)
                          (A Development Stage Company)
                    NOTES TO FINANCIAL STATEMENTS (continued)
                                December 31, 1997

NOTE 2:   DEVELOPMENT STAGE COMPANY

          The  Company was  incorporated  under the laws of the State of Utah on
          April  16,  1986 as  Cetacean  Industries,  Inc.  and has  been in the
          development  stage since  incorporation.  On December  30,  1993,  the
          Company was dissolved as a Utah  corporation and  reincorporated  as a
          Nevada  corporation.  On January  30,  1998,  the name was  changed to
          Trinon, Inc.

NOTE 3:   CAPITALIZATION
          On the date of  incorporation,  the Company sold 250,000 shares of its
          common  stock to Capital  General  Corporation  for $2,000 cash for an
          average  consideration  of $.008 per share.  During 1997,  the Company
          sold  57,700  shares of its common  stock for  $330,100  of cash.  The
          Company's authorized stock includes 100,000,000 shares of common stock
          at $.001 par value.

          Effective February 17, 1998, the Company's shareholders approved a one
          for four reverse stock split.  All share amounts and per share amounts
          from inception have been restated to reflect the reverse split.

NOTE 4:   RELATED PARTY TRANSACTIONS
          Prior to August 1997,  the Company  neither  owned nor leased any real
          property.  Office services were provided,  without charge,  by Capital
          General  Corporation.  Such costs  were  immaterial  to the  financial
          statements  and,  accordingly,  have not been reflected  therein.  The
          officers and  directors of the Company are involved in other  business
          activities and may, in the future,  become  involved in other business
          opportunities.  If a specific business  opportunity becomes available,
          such persons may face a conflict in selecting  between the Company and
          their other  business  interests.  The Company  has not  formulated  a
          policy for the resolution of such  conflicts.  During 1997, the father
          of the  Company's  President  received  $2,000  cash and common  stock
          valued at $2,500 for consulting services.

NOTE 5:   DISCONTINUED OPERATIONS
          During 1997,  the Company  acquired two  subsidiaries  and intended to
          operate in the industry of extracting  diamonds in South America.  The
          plan  did  not  become  viable  so  the  transaction  to  acquire  the
          subsidiaries  was  rescinded  on November 4, 1997.  Through  that date
          approximately  $220,000  was  advanced  to and/or  spent by the former
          subsidiaries.  The $220,000 will not be recovered and has been charged
          to expense.

NOTE 6:   COMMITMENTS
          The Company leases its office space under a month-to-month  agreement.
          Monthly payments are $1,000.

NOTE 7:   INCENTIVE STOCK OPTION PLAN
          During 1997, the Company  established  an incentive  stock option plan
          for  employees  and  directors of the Company.  The maximum  number of
          shares to be issued  under the plan is 500,000.  The Company  also can
          grant  non-qualified  stock  options.  The aggregate fair market value
          (determined  at the grant date) of the shares to which options  become
          exercisable for the first time by an optionee during any calendar year
          shall not exceed  $100,000.  For 10%  shareholders,  the option  price
          shall not be less than 110% of the fair market  value of the shares on
          the grant date and the  exercise  period shall not exceed 5 years from
          the grant date. In the case of non-qualified stock options, the option
          price shall not be less than $.25 per share,  or at a price  exceeding
          $.25 per share at the discretion of the Committee.

          During  1997,  43,000  options  were  exercised  at $.50 per share and
          136,000 options were exercised at $.25 per share. At December 31, 1997
          there are 215,000 options  outstanding  with an exercise price of $.25
          per share.  The Company's  President  has 200,000 of the options.  The
          215,000 options expire December 31, 2000.





                                       F-8


<TABLE> <S> <C>


<ARTICLE>              5
<LEGEND>
         This schedule  contains summary  financial  information  extracted from
         Trinon, Inc. December 31, 1997 financial statements and is qualified in
         its entirety by reference to such financial statements.
</LEGEND>

<CIK>                                    0000894531
<NAME>                                   Trinon, Inc.

       

<S>                                 <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<CASH>                                                      15,690
<SECURITIES>                                                0
<RECEIVABLES>                                               0
<ALLOWANCES>                                                0
<INVENTORY>                                                 0
<CURRENT-ASSETS>                                            25,605
<PP&E>                                                      0
<DEPRECIATION>                                              0
<TOTAL-ASSETS>                                              25,605
<CURRENT-LIABILITIES>                                       10,514
<BONDS>                                                     0
                                       0
                                                 0
<COMMON>                                                    748
<OTHER-SE>                                                  14,343
<TOTAL-LIABILITY-AND-EQUITY>                                25,605
<SALES>                                                     0
<TOTAL-REVENUES>                                            0
<CGS>                                                       0
<TOTAL-COSTS>                                               0
<OTHER-EXPENSES>                                            333,193
<LOSS-PROVISION>                                            0
<INTEREST-EXPENSE>                                          0
<INCOME-PRETAX>                                             (333,193)
<INCOME-TAX>                                                0
<INCOME-CONTINUING>                                         (112,759)
<DISCONTINUED>                                              (220,434)
<EXTRAORDINARY>                                             0
<CHANGES>                                                   0
<NET-INCOME>                                                (333,193)
<EPS-PRIMARY>                                               (.65)
<EPS-DILUTED>                                               (.65)
        


</TABLE>


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