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. 33-55254-31
UNIDYN, CORP.
(Exact name of Registrant as specified in its charter)
NEVADA 87-0438639
(State or other jurisdiction of (I..R.S. Employer
incorporation or organization) Identification Number)
8621 North Seventy Ninth Avenue
Peoria, Arizona 85345
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 979-2800
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 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 April 10, 1998, the approximate market value of the voting stock held by
non-affiliates of the registrant was $8,498,700, based on an average bid price
of $.90 per share.
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 April 13, 1997
- ------------------------------------ --------------------------------
$.001 PAR VALUE CLASS A COMMON STOCK 32,000,000 SHARES
DOCUMENTS INCORPORATED BY REFERENCE
None
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This Report contains, and incorporates by reference, certain
forward-looking statements (as such term is defined in the Private Securities
Litigation Reform Act of 1995 and the rules promulgated pursuant to the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended) that are based on the beliefs of the Company's management, as well as
assumptions made by and information currently available to the Company's
management. Such forward-looking statements are subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. When used in
this document and in the documents incorporated herein by reference, the words
"anticipate," "plan," "believe," "estimate," "expect," and similar expressions,
as they relate to the Company or its management, are intended to identify such
forward-looking statements. Such statements reflect the current views of the
Company or its management with respect to future events and are subject to
certain risks or uncertainties and assumptions. Should any of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect, the
Company's actual results, performance or achievements could differ materially
from those expressed in, or implied by, any such forward-looking statements.
Factors that could cause or contribute to such material differences include
those discussed elsewhere in this Report and in the documents incorporated
herein by reference. The use of such forward-looking statements should not be
regarded as Representations by the Company or any other person that the future
events, plans or expectations contemplated by the Company will be achieved. The
Company undertakes no obligation to release any updates or revisions to any such
forward-looking statements that may reflect events or circumstances occurring
after the date of this Report.
PART I
ITEM 1. Business.
The Company was incorporated under the laws of Utah on May 2, 1986 as
Macaw, Inc. The Company was subsequently reorganized under the laws of Nevada on
October 12, 1995 by merging into Macaw Capital, Inc., a Nevada corporation. The
Company's reorganization plan was formulated for the purpose of changing the
state of domicile and provided that the Nevada corporation would acquire all of
the contractual obligations, shareholder rights and identity of the Utah
corporation. Although the Utah corporation was dissolved before the merger date
and the formation of the surviving Nevada corporation, the Company believes that
the Utah corporation continued its corporate existence for purposes of winding
up its business and affairs, which consisted of merging into the Nevada
corporation. However, in the event the Company was not deemed to have succeeded
to the interest of the Utah corporation, such a determination could adversely
impact the shareholders' interests, the Company and the business of the Company.
On December 3, 1997 the Company's name was changed to UniDyn, Corp. The
Company has not engaged in any operations, except as otherwise stated below. Its
activities prior to December 31, 1997 were mostly limited to the sale of shares
to Capital General Corporation, the gifts of shares to giftees, and the issuance
of stock in December to acquire assets of another corporation.
On December 1, 1997, the Company entered an agreement with Universal
Dynamics, Inc., an Arizona corporation. Universal Dynamics agreed to transfer
certain of its assets including equipment, inventory, accounts receivable,
software and other intangible assets related to the business of vibration
testing systems in exchange for the issuance of 180,000 shares of the Company's
common stock.
On December 31, 1997, the Company closed its transaction with Universal
Dynamics. Universal Dynamics designs and manufactures vibration control systems,
which are sold through multiple original equipment manufacturer (OEM) customers.
These systems are Microsoft Windows based and are used with electrodynamic
shakers.
As a result of the acquisition from Universal Dynamics, the Company
produces a vibration control system known as NorthStar. Vibration testing
improves product reliability and is used in many industries, including the
automotive, aerospace and electronics industries. Companies regularly perform
vibration testing as part of their regimen of environmental simulation and
durability testing. NorthStar is a Microsoft Windows compatible vibration
control system capable of running up to three shakers independently. The Company
markets NorthStar controllers to end users, such as test labs and equipment
producers, and to manufacturers of industrial shakers who package it as an OEM
system. The Company intends to continue to use and devote the acquired assets in
the same business of developing vibration and reliability testing systems. The
Company also plans to expand into the shaker and vibration testing systems
market.
The Company is in the process of completing an acquisition of a printed
circuit board ("PCB") testing business. This business involves a technology for
electronic manufacturing inspection systems. These systems will be used for
inspecting freshly assembled printed circuit boards by conducting reliability
testing. The Company has issued letters of intent to provide products to
purchasers.
The Company also has an agreement to acquire a vibration shaker and
amplifier business, known as the Derritron shaker business. Derritron is a
registered trademark in the United Kingdom Trademarks Office. With this
acquisition, the Company will receive patents, product, manufacturing equipment
and an established market presence internationally.
As of April 13, 1998, the Company did not have any employees. The Company
leases approximately 40 personnel to provide services to the Company.
ITEM 2. Properties.
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The principal corporate office and the manufacturing facility of the
Company is located at 8621 North 79th Avenue, Peoria, Arizona 85345. The Company
leases this entire facility on a month to month basis. The Company does not own
any real property.
ITEM 3. 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 proposed that civil monetary penalties totaling
$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 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 the New Jersey sales in 6 of the 74 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 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 the complaint and resisting the imposition of the civil monetary
penalties, and the Order Denying Exemptions and to Cease and Desist.
Subsequently the issues raised in the complaint and order were settled by
agreement between the 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 the 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 the order does still apply to the Company.
During 1986 and 1987, Capital General gifted small amounts of stock
(usually 100 shares to each giftee) in 48 subsidiary companies, which included
the Company, to approximately 1,000 persons or entities. 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 subsidiary companies, including the company, 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.
Management does not feel that the legal problems of the former officers
and directors will have an adverse effect on the Company in the future.
Management intends to comply with all applicable securities laws in the future.
See also Item 10 regarding legal proceedings against former officers
and directors.
ITEM 4. Submission of Matters to a Vote of Security Holders.
December 1997, a written action was adopted unanimously by the Board of
Directors and by a majority of the shareholders by written consent. The action
approved the change of the Company's name to UniDyn, Corp. and approved an
eight-for-one forward split of the Company's stock. During December 1997, a
majority of the shareholders elected Ira Gentry and Terry Nield to the Board of
Directors by written consent. In Nevada, a corporation's shareholders may
approve actions by written consent of a majority of the shareholders.
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PART II
ITEM 5. Market for Registrant's Common Equity and Related Stockholders Matters.
The Company's common stock has been traded on the over-the-counter
market and is listed under the symbol UNDY on the NASD's electronic OTC Bulletin
Board. Subsequent to December, 1997, the Company's common stock traded at about
$1.00 per share on a limited basis.
As of March 20, 1998, there were about 356 record holders of the
Company's common stock. The Company has not previously declared or paid any cash
dividends on its common stock. The payment of dividends is within the discretion
of the Board of Directors and will depend, among other factors, on earnings,
capital requirements and the operating and financial condition of the Company.
The Company does not anticipate declaring any cash dividends in the foreseeable
future.
On December 22, 1997, the Company completed an eight to one forward
stock split approved by a majority of the shareholders December 1997.
As stated in Item 1, the Company issued 180,000 shares of common stock
(before the eight-for-one forward split) to Universal Dynamics, Inc. in exchange
for the transfer of certain assets. The Company's records reflect that
14,576,000 shares are held by Unidyn, Inc., and an additional 6,416,000 are held
by Universal Dynamics, Inc. These entries, however, were mistakenly made in
December 1997 and the Company is in the process of having these entries
corrected. The Company anticipates that these 20,992,000 shares will be
transferred to the sellers of assets in pending acquisitions by the Company.
ITEM 6. Selected Financial Data.
UNIDYN, CORP.
SUMMARY OF OPERATIONS
DECEMBER 1997
<TABLE>
<CAPTION>
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Total Assets................. 167,976 0 0 0 0
Revenues..................... 0 0 0 0 0
Operating Expenses........... 8,740 0 0 0 0
Net Earnings (Loss)....... (8,740) 0 0 0 0
Per Share Data
Earnings (Loss).............. (.00) 0 0 0 0
Average Common Shares
Outstanding............... 1,749,333 1,000,000 1,000,000 1,000,000 1,000,000
</TABLE>
ITEM 7. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
The Company has had no operational history and did not engage in
business of any kind until late December 1997. All risks inherent in new and
inexperienced enterprises are inherent in the Company's business.
The Company believes that it will receive a sufficient stream of cash
from its new business operations to meet its cash needs during the next 12
months. However, because the Company plans to grow and acquire businesses and
assets, the Company's needs could change. In the event the Company needs
additional cash, the Company may issue additional shares or incur indebtedness.
The Company also may incur additional indebtedness in connection with its
pending or future acquisitions or other transactions. However, the Company
believes that the 20,992,000 shares mistakenly issued to Unidyn, Inc. and
Universal Dynamics will be transferred to the sellers in exchange for the assets
in a pending transaction.
The Company was recently listed on the NASD's electronic OTC Bulletin
Board and trades under the symbol UNDY. The Company is generally debt-free,
continues profitable, and aggressively provides the best technology in the
quality assurance industry. The Company has a contract with Renwick Capital New
York, NY for investment banking. This is in support of management's goal to
remain debt-free, yet remain fully capitalized through explosive growth.
The Company recently announced two important acquisitions. First was
the Universal Dynamics business in December 1997. The assets acquired included a
vibration control system technology, software, and engineering development. The
Universal Dynamics acquisition was completed December 31, 1997. April 2, 1998,
the Company announced a second acquisition for assets used in a business known
as Derritron. Upon finalizing the Derritron acquisition, the Company will
acquire a complete business of electrodynamic shakers, amplifiers, and
supporting products. The Company, as a result of such acquisitions, will be able
to combine and offer these high quality technologies as a complete, integrated,
turnkey package, significantly reducing costs to end users, and completing a
total package of products to the end user.
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Only a few companies have combined these technologies before, and none
exhibit any significant modern software expertise in Windows. The Company hopes
to position itself as perhaps the strongest candidate through millions
previously invested in the Company's technical expertise in Windows software,
and also tens of millions already invested in recent shaker and amplifier design
through Derritron.
The Company plans to acquire a PCB testing business, as well as the
assets of other businesses in the vibration and reliability testing field as
further described in Item 1. The Company may issue additional shares of its
common stock in exchange for these assets.
The Company is in the patenting stage of "Sterling," a revolutionary
quality assurance system ("QAS") for printed circuit board production. The
Company has in place OEM distributors for this QAS representing over 40 million
in commitments to order. This however is small relative to the scope of the
potential market the QAS addresses, but represents a strong beginning.
The QAS is made possible partly through years of development and
millions already invested in software expertise and through the software
engineering expertise in the Company's engineering development center under the
responsibility of Joseph Spencer, Vice President of Engineering.
The QAS is not a "me too" product. It is a leap forward for the
business of assuring quality in printed circuit board manufacturing. The Company
believes that the QAS process in its quality assurance procedures is marketable
to nearly every major manufacturer of printed circuit boards. This represents a
significant area of growth for potential business.
The Company's business is technology-driven, therefore, the Company may
face competition from other companies, some of which may have greater financial
technical resources. The Company has established customers waiting for product
as the product is engineered through the production model requirements. Hence,
the Company has initial customers for QAS and Derritron products as the Company
obtains patents and engineers the production models.
Management believes debt-free operations, a strong technology base,
adaptation to changing markets, joint efforts through a real customer base, to
be a positive business strategy, in combination with a comprehensive global
objective. The Company is positioned to be able to increase its business
operations, market and customer base.
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 officers
and directors as of March 20, 1998.
Name Age Position
- ---- --- --------
Ira Gentry 42 President, CEO and Director
Joseph A. Spencer 33 Vice President - Engineering,
Dr. Don Leaver 44 Director
John Provazek 44 Director
Lance Mullins 28 Vice President - Operations
On December 1, 1997, Krista Nielson and Sasha Belliston, the directors
of the Company, resigned and Terry W. Neild and Ira Gentry were elected to the
Board of Directors of the Company by a majority of the shareholders. Terry Neild
resigned on January 29, 1998. Vernon M. Traylor was elected as Secretary and
Treasurer December 1997 and resigned on February 23, 1998. The current directors
were appointed March 12, 1998 by Ira Gentry as the sole remaining director and
will serve until the next annual meeting of the Company's stockholders, and
until their successors have been elected and have qualified. The officers were
appointed to their positions, and continue in such positions, at the discretion
of the directors. The office of Treasurer is currently vacant.
Ira Gentry has been President, CEO, and Director of the Company since
December, 1997. He has had a strong career in test system industries including
Universal Dynamics, Inc., Scientific Atlanta, Cranfield and GenRad. He also
worked at Beechcraft designing flight systems. Mr. Gentry graduated from Arizona
State University (ASU) with degrees in both electrical and mechanical
engineering. In addition, he completed over five years of graduate studies at
ASU and the University of Cincinnati.
Joseph A. Spencer, Vice President, Engineering, has been an engineering
manager for the Company since 1997. Mr. Spencer brings nearly 10 years of
software engineering development and management experience to the Company,
including 4 years in a key
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role on the WordPerfect for Windows development team. Additionally, he managed
software development for Ameritech. He has contributed significantly to the
Company's continued success as team leader and project manager on numerous
projects including the Company's quality assurance system. Mr. Spencer holds a
BSE Bachelors of Science in Engineering from the computer science department at
Weber State University. Mr. Spencer graduated with a bachelor's degree in
Computer Science from Weber State University in 1990.
Donald S. Leaver joined the Company as Chief Scientist in April, 1998. He
worked for Concurrent Computer Corporation as a Field Application Engineer from
1986 to 1998. Mr. Leaver earned his B.A. at the University of Colorado, with a
major in mathematics and a minor in physics. He earned M.A. and Ph.D. degrees
from the University of Washington in Geophysics. While in graduate school he
co-founded a systems integration firm in Seattle which designated automated
systems for monitoring micro- earthquakes in the vicinities of hydro-dams and
nuclear power plants.
John Provazek, UPS Operations Manager, is in charge of a large
metropolitan distribution center in Seattle, Washington. The distribution center
employs approximately 100 people, has annual revenues of $14,000,000.00 and 2.5
million-dollar payroll. Over 3.3 million packages are processed annually either
for delivery or pickup. Mr. Provazek's 15 years at UPS has been spent between
operations (6 years) and Industrial Engineering (9 years). Mr. Provazek has
extensive experience in planning and setting up operation centers and building
and facility projects. He was a member of the project team, which completed
UPS's 50th state territory expansion by opening Alaska and bringing pickup and
delivery service to every deliverable address in the United States. Mr. Provazek
is active in community affairs by being heavily involved with United Way through
volunteer and donation activities. Mr. Provazek did undergraduate work at the
University of Washington and graduated from Western Washington State University
with a BS degree in Political Science.
Vernon M. Traylor, 49, served as Secretary and Treasurer of the Company
from December 1997 to February 23, 1998. For nearly 30 years, Mr. Traylor has
served as an independent financial consultant or Chief Financial Officer for
companies including LabGlas Corp. and Road Machinery Co. He is a Business
Administration/Accounting graduate of Arizona State University.
Terry W. Neild, 56, served as Director of the Company from December, 1997
until January 29, 1998. Mr. Neild was a co- founder of Clearly Canadian Beverage
Corp. and served that company as its Chairman and CEO. In addition, he has been
a Director of Camfrey Resources Ltd., BayWest Capital Corp. and MacNeill
International Corp. Mr. Neild has also served as Director of National Scientific
Corporation and Chief Operating Officer of Intercell Corporation. He is a
Certified Management Accountant.
On February 8, 1996, David R. Yeaman was charged in the United States
District Court for the Eastern District of Pennsylvania with conspiracy, wire
fraud and fraud in the offer, purchase and sale of securities, in violation of
18 U.S.C. Sections 2, 371 and 1343; 15 U.S.C. Sections 77q(a), 77x, 78j(b), and
78ff; and Rule 10b-5 promulgated by the Securities and Exchange Commission,
Title 17, Code of Federal Regulations, Section 240.10b-5 (1986).
On February 22, 1996, Mr. Yeaman entered his not guilty plea to all
charges. The allegations against Mr. Yeaman are based on the government's claims
that he and five of the other defendants named in the proceeding violated the
aforesaid laws by inflating the apparent worth of certain reinsurance companies
by leasing them alleged worthless securities. Specifically, it is alleged that
Mr. Yeaman, with other defendants, engaged in practices which falsely increased
the quoted prices of the securities and misrepresented restricted securities as
free trading securities. Based on these allegations, the charges against Mr.
Yeaman include one count of conspiracy, seven counts of wire fraud, six counts
of securities fraud, and aiding and abetting with respect to each count. On
April 16, 1997, Mr. Yeaman was convicted on one count of conspiracy, five counts
of wire fraud, and three counts of Securities Fraud.
The U.S. Securities and Exchange Commission, Securities Act of 1933
Release No. 7008 and Securities Exchange Act of 1934 Release No. 32669 announced
that on July 23, 1993, it ordered David R. Yeaman and Capital General
Corporation to permanently cease and desist from committing or causing further
violations of Section 5(a) and (c) and 17(a) of the Securities Act of 1933 and
Sections 10(b) and 13(g) of the Securities Exchange Act of 1934 and Rules 10b-5,
12b-20 and 13d-1(c) thereunder.
Krista Nielson was ordered to permanently cease and desist from
committing or causing further violations of Section 17(a) of the Securities Act
and Section 10(b) of the Exchange Act and Rules 10b-5 and 12b-20 thereunder. In
addition, the Commission ordered the revocation of the registration of the
common stock of Altara International, Inc., Arrow Management, Inc., Atlas
Equity, Inc., Dynamic Associates, Inc., Energy Systems, Inc., Four Star Ranch,
Inc., Panorama Industries, Inc., Partisan Corporation, Quiescent Corporation,
Saber, Inc., Upsilon, Inc., Vicuna, Inc., Why Not?, Inc., Xebec Galleon, Inc.,
Zebu, Inc., and Zeus Enterprises, Inc. pursuant to Section 12(j) of the Exchange
Act. The Commission found that each of the issuers had filed a registration
statement on Form 10 that contained materially false and misleading statements
in violation of Section 10(b) of the Exchange Act and Rule 10b-5 thereunder.
Each of the respondents had submitted an Offer of Settlement consenting
to the entry of the Order without admitting or denying the allegations in the
Order. Prior to the submission of the Offers of Settlement, Capital General, on
behalf of the above mentioned companies, except for Panorama Industries, Inc.,
filed a registration statement on Form S-1 during December of 1992 to register
the common stock of those companies under the Securities Act of 1933.
Concurrently with the signing of the Offers of Settlement, the Registration
Statement was declared effective on June 30, 1993. A Post Effective Amendment
was filed and declared effective September 2, 1993. Although the registration of
the common stock under Section 12(g) of the 1934 Act was revoked on July 23,
1993,
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the companies are now registered and reporting under the Securities Act of 1933
by virtue of the filing of Form S-1 as indicated by Commission File No.
33-55254.
Management does not feel that the legal problems of the former officers
and directors will have an adverse effect on the Company in the future.
ITEM 11. Executive Compensation.
As of December 31, 1997, the Company paid Vernon M. Traylor $6,000 for
services rendered. The Company has made no arrangements for the remuneration of
its officers and directors, except 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. There are no agreements or understandings with respect to the
amount of remuneration that officers and directors are expected to receive in
the future.
The Company does not have any employees, as all personnel are leased.
The two highest paid leased personnel are Mike Bird, senior engineer at $67,600
per year and Lance Mullins, head of operations, at $55,000 per year.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth, as of March 20, 1998, 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.
Name and address Amount of Percent
Title of class of beneficial owner beneficial ownership of class
Common Stock Universal Dynamics, Inc. (1) 1,440,000 4.50%
8621 North 79th Avenue
Peoria, Arizona 85345
Common Stock Lance Mullins 100,000 0.3%
10333 East Cinnabar Avenue
Phoenix, Arizona 85013
Common Stock Joseph A. Spencer 25,000 0.1%
Common Stock All Officers and
Directors as a Group 125,000 0.4%
(1)Ira Gentry, President, CEO and Director of the Company is a minority
shareholder of Universal Dynamics, Inc.
The Company's current records reflect that Universal Dynamics also
holds an additional 6,416,000 shares and Unidyn, Inc. holds an additional
14,576,000 shares. These entries were mistakenly made and the Company is in the
process of having these entries corrected. The Company anticipates using these
20,992,000 shares for pending acquisitions and anticipates that such shares will
be transferred directly to the sellers. Therefore, the Company's records will
not reflect a change in the current 32,000,000 outstanding shares.
Several of the Company's prior directors and officers own shares of
common stock: Terry Nield (126,000), Vernon Traylor (100,000), Sasha Belliston
(800) and Krista Nielson (90,000). In addition, Capital General Corporation, in
which Krista Nielson and David Yeaman have an ownership interest, holds 810,000
shares of the Company's common stock.
ITEM 13. Certain Relationships and Related Transactions.
No officer, director, nominee for election as a director, or associate
of such officer, director or nominee is or has been in debt to the Company
during the last fiscal year. However, the Company's officers, directors and
major shareholders, have made an oral undertaking to make loans to the Company
in amounts sufficient to enable it to satisfy its reporting requirements and
other obligations incumbent on it as a public company. The Company's status as a
publicly-held corporation may enhance its ability to locate potential business
ventures. The loans will be interest free and repaid at a future date, if or
when the Company shall have received sufficient funds through any business
acquisition. The loans are intended to provide for the payment of filing fees,
professional fees, printing and copying fees and other miscellaneous fees.
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PART IV
ITEM 14. Exhibits and Reports on Form 8-K.
Financial Statements and Financial Statement Schedules.
Financial Statements - December 31, 1997 and 1996
Reports on Form 8-K.
A report on Form 8-K was filed December 1, 1997 to announce an asset
acquisition and a change in the Board of Directors.
A report on Form 8-K was filed January 12, 1998 to change its year end
back to December 31, negating a Form 12b-25 that was filed December 23,
1997 with the SEC.
Reports on Form 8-K/A.
A report on Form 8-K/A was filed January 21, 1998 to amend 8-K dated
December 1, 1997 with the following corrections:
Universal Dynamics, Inc., an Arizona Corporation is not a
subsidiary of UniDyn, Inc., a company organized under the
laws of the Bahamas.
DVCSLtd., a company organized under the laws of the United
Kingdom, was not a wholly owned subsidiary of UniDyn,
Inc., but rather 85% owned by UniDyn, Inc.
Ira Gentry, President, CEO and Director of the Company is not
the current President of Universal Dynamics, Inc., but
rather only a minority shareholder.
A report on Form 8-K/A was filed February 3, 1998 to amend 8-K dated
December 1, 1997 as follows:
UniDyn, Corp. issued 1,822,000 shares of its common stock to
UniDyn, Inc. for the right to purchase 80% of the issued and
outstanding stock of DVCS Ltd. for $500,000 at a future date. The
promissory note to UniDyn, Inc. has been reduced from $2,000,000
to $1,500,000.
This information, however, reported in this 8-K dated December 1, 1997
was not correct. The Company mistakenly issued the 1,822,000 shares of common
stock to Unidyn, Inc. and is in the process of correcting this mistake. The
Company anticipates using these shares for pending acquisitions. Furthermore, a
promissory note was not issued to Unidyn, Inc.
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.
UNIDYN, CORP.
Date: April 15, 1998 By: /s/ Ira Gentry
--------------
Ira Gentry,
President, CEO and Director
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: April 15, 1998 By: /s/ Ira Gentry
--------------
Ira Gentry,
President, CEO and Director
Date: April 15, 1998 By: /s/ Joe Spencer
---------------
Joe Spencer, Director and
Vice President- Engineering
Date: April 15, 1998 By: /s/ John Lever, M.D.
--------------------
John Lever, M.D., Director
Date: April 15, 1998 By: /s/ Lance Mullins
-----------------
Lance Mullins,
Vice President-Operations
8
<PAGE>
SMITH & COMPANY
A PROFESSIONAL CORPORATION OF
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: 10 WEST 100 SOUTH, SUITE 700
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
UniDyn, Corp. (formerly Macaw Capital, Inc.)
(A Development Stage Company)
We have audited the accompanying balance sheets of UniDyn, Corp. (formerly Macaw
Capital, 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 May 2, 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 UniDyn, Corp. (formerly Macaw
Capital, 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 May 2, 1986 (date of inception) to December 31, 1997, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has suffered losses from operations and has a substantial need for
working capital. This raises substantial doubt about its ability to continue as
a going concern. Management's plans in regard to these matters are described in
Note 7 to the financial statements. The accompanying financial statements do not
include any adjustments that may result from the outcome of this uncertainty.
/s/ Smith & Company
CERTIFIED PUBLIC ACCOUNTANTS
Salt Lake City, Utah
February 3, 1998, except for Note 8 which is dated April 14, 1998
F-1
<PAGE>
UNIDYN, CORP.
(Formerly Macaw Capital, Inc.)
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
12/31/97 12/31/96
----------------- -----------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash in bank $ 998 $ 0
Accounts receivable 112,787 0
Inventory (Note 1) 54,191 0
----------------- -----------------
TOTAL CURRENT ASSETS 167,976 0
OTHER ASSETS
Organization costs (Note 1) 0 0
----------------- -----------------
$ 167,976 $ 0
================= =================
LIABILITIES & EQUITY
CURRENT LIABILITIES
Accounts payable $ 23,055 $ 0
----------------- -----------------
TOTAL CURRENT LIABILITIES 23,055 0
STOCKHOLDERS' EQUITY
Common Stock $.001 par value:
Authorized - 100,000,000 shares
Issued and outstanding
32,000,000 shares (1,000,000 in 1996) 32,000 1,000
Additional paid-in capital 172,653 1,000
Treasury stock (Note 5) (20,992) 0
Deficit accumulated during
the development stage (38,740) (2,000)
----------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 144,921 0
----------------- -----------------
$ 167,976 $ 0
================= =================
</TABLE>
See Notes to Financial Statements.
F-2
<PAGE>
UNIDYN, CORP.
(Formerly Macaw Capital, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION> 5/2/86
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
General & administrative
expenses 8,740 0 0 10,740
-------------- -------------- -------------- -----------------
NET LOSS $ (8,740) $ 0 $ 0 $ (10,740)
============== ============== ============== =================
Net income (loss) per weighted
average share $ (.00) $ .00 $ .00
============== ============== ==============
Weighted average number of
common shares used to compute
net income (loss) per weighted
average share 1,749,333 1,000,000 1,000,000
============== ============== ==============
</TABLE>
See Notes to Financial Statements.
F-3
<PAGE>
UNIDYN, CORP.
(Formerly Macaw Capital, 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
-------------- -------------- ----------------- --------------
<S> <C> <C> <C> <C>
Balances at 5/2/86
(Date of inception) 0 $ 0 $ 0 $ 0
Issuance of common stock
(restricted) at $.002 per
share at 8/7/86 1,000,000 1,000 1,000
Net loss for period (1,950)
-------------- -------------- ----------------- --------------
Balances at 12/31/86 1,000,000 1,000 1,000 (1,950)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/87 1,000,000 1,000 1,000 (1,960)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/88 1,000,000 1,000 1,000 (1,970)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/89 1,000,000 1,000 1,000 (1,980)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/90 1,000,000 1,000 1,000 (1,990)
Net loss for year (10)
-------------- -------------- ----------------- --------------
Balances at 12/31/91 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/92 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/93 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/94 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/95 1,000,000 1,000 1,000 (2,000)
Net income for year 0
-------------- -------------- ----------------- --------------
Balances at 12/31/96 1,000,000 1,000 1,000 (2,000)
Issued for services at
$.001 12/1/97 196,000 196
Issued for assets at
$.85 12/2/97 180,000 180 153,285
Issued for future acquisitions
at $.001 12/1/97
(Note 5) 2,624,000 2,624
Forward stock split*
(Note 6) 28,000,000 28,000 18,368 (28,000)
Net loss for period (8,740)
-------------- -------------- ----------------- --------------
Balances at 12/31/97 32,000,000 $ 32,000 $ 172,653 $ (38,740)
============== ============== ================= ==============
</TABLE>
* Approved December 3, 1997
See Notes to Financial Statements.
F-4
<PAGE>
UNIDYN, CORP.
(Formerly Macaw Capital, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
5/2/86
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) $ (8,740) $ 0 $ 0 $ (10,740)
Adjustments to reconcile net
income (loss) to cash used
by operating activities:
Amortization 0 0 0 50
Stock issued for expenses 196 0 0 196
Changes in assets and
liabilities:
Inventory (13,513) 0 0 (13,513)
Accounts payable 23,055 0 0 23,055
-------------- -------------- -------------- --------------
NET CASH (USED) PROVIDED
BY OPERATING ACTIVITIES 998 0 0 (952)
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 0 0 0 2,000
-------------- -------------- -------------- --------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 0 0 2,000
-------------- -------------- -------------- --------------
INCREASE IN CASH
AND CASH EQUIVALENTS 998 0 0 998
Cash and cash equivalents
at beginning of year 0 0 0 0
-------------- -------------- -------------- --------------
CASH & CASH EQUIVALENTS
AT END OF YEAR $ 998 $ 0 $ 0 $ 998
=============== ============== ============== ==============
</TABLE>
SUPPLEMENTAL ACTIVITIES
180,000 shares of the Company's stock were issued for accounts
receivable of $112,787 and inventory of $40,678.
See Notes to Financial Statements.
F-5
<PAGE>
UNIDYN, CORP.
(Formerly Macaw Capital, 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 in cash.
Organization Costs
The Company amortized its organization costs over a five year period.
Inventory
Inventory consists of items for resale and is valued at the lower of
cost (first-in, first-out basis) or market.
Revenue Recognition
Revenue is recognized upon shipment of products.
Cash and Cash Equivalents
For financial statement purposes, 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,
liabilities, revenues, and expenses during the reporting period.
Estimates also affect the disclosure of contingent assets and
liabilities at the date of the financial statements. Actual results
could differ from these estimates. Such estimates of significant
accounting sensitivity are allowance for doubtful accounts.
Stock Options
The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related
interpretations in accounting for its future 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.
F-6
<PAGE>
UNIDYN, CORP.
(Formerly Macaw Capital, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1997
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES (continued)
At December 31, 1997 a deferred tax asset has not been recorded due to
the Company's lack of profitable operations to provide income to use
the net operating loss carryover of $10,740 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, 2012 8,740
------------
$ 10,740
============
NOTE 2: DEVELOPMENT STAGE COMPANY
The Company was incorporated under the laws of the State of Utah on May
2, 1986 as Macaw Capital, 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
December 3, 1997, the name was changed to UniDyn, Corp.
NOTE 3: CAPITALIZATION
On the date of incorporation, the Company sold 1,000,000 shares of its
common stock to Capital General Corporation for $2,000 cash for an
average consideration of $.002 per share. The Company's authorized
stock includes 100,000,000 shares of common stock at $.001 par value.
See also Note 6.
NOTE 4: RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. Office services
are provided, without charge, by current management. Such costs are
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.
NOTE 5: MAJOR 1997 EVENTS
On December 1, 1997, the Company concluded a multi-party agreement with
the following entities: UniDyn, Inc., a company organized under the
laws of the Bahamas, and Universal Dynamics, Inc., an Arizona
corporation. Pursuant to the agreement, the Company acquired from
UniDyn, Inc., (i) 80% of the issued and outstanding stock of DVCS Ltd.,
("DVCS") a company organized under the laws of the United Kingdom and
an 85% owned subsidiary of UniDyn, Inc., and (ii) all rights and
technology for a project known as the "Sterling" printed circuit board
(PCB) testing system. The Company acquired from Universal Dynamics,
Inc., certain of its assets including equipment, inventory, accounts
receivable, software, and other intangible assets.
As consideration for the assets acquired, the Company issued 3,000,000
authorized but unissued shares of its common stock, and a promissory
note in the amount of $2,000,000. Of the 3,000,000 shares issued,
UniDyn, Inc. received 1,822,000 shares, Universal Dynamics, Inc.
received 982,000 shares, and other interested parties received 196,000
shares.
F-7
<PAGE>
UNIDYN, CORP.
(Formerly Macaw Capital, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
December 31, 1997
NOTE 5: MAJOR 1997 EVENTS (continued)
Simultaneously, Krista Nielson and Sasha Belliston, the directors of
the Company, resigned and Terry W. Neild and Ira Gentry were elected to
the Board of Directors of the Company, resulting in effective control
of the Company passing to the new board of directors. No material
relationship existed or now exists, between any former director,
officer, or affiliate of either the Company, UniDyn, Inc., Universal
Dynamics, Inc., or DVCS, Ltd.
DVCS is in the business of remanufacturing electrodynamic shakers and
amplifiers. Shakers are devices used world-wide to provide
environmental testing capabilities to a wide variety of original
equipment manufacturers (OEM). They also sell and support vibration
control and shaker systems, while offering full service, training, and
system installation. The Company may do business with DVCS but DVCS is
not currently a subsidiary of the Company.
The Sterling PCB testing business involves a technology for electronic
manufacturing inspection systems. These systems will be used for
inspecting freshly assembled printed circuit boards. The Sterling
staff is currently writing a patent application.
Universal Dynamic, Inc. designs and manufactures vibration control
systems which are sold through multiple OEM customers. These systems
are Microsoft Windows based and are used with electrodynamic shakers.
The Company intends to continue to use and devote the acquired assets
in the same business plan as described above.
Subsequent to December 31, 1997, the above agreements were modified as
follows:
The transaction with Unidyn, Inc. was canceled completely, with
14,576,000 shares previously issued to Unidyn, Inc. being held by the
Company to use in the future
The shares issued to Universal Dynamics, Inc. were reduced from 982,000
to 180,000 shares and 6,416,000 shares issued to Universal as a result
of the eight-for-one forward split are being held by the Company to use
in the future. The Company is now holding 20,992,000 shares of
previously issued stock as treasury stock to use in the future.
NOTE 6: FORWARD STOCK SPLIT
Effective December 3, 1997, pursuant to written action adopted
unanimously by the Board of Directors and a majority of the
shareholders, the Company changed its name to UniDyn, Corp., and
approved an eight-for-one forward stock split on the Company's common
stock as follows: each outstanding share was converted into eight
shares. Before the change, the Company was authorized to issue
100,000,000 shares of $.001 par value common stock; after the forward
stock split the Company shall continue to be authorized to issue
100,000,000 shares of $.001 par value common stock. The number of
outstanding shares of common stock affected by the forward split was
4,000,000. The number of issued and outstanding shares of common stock
of the Company after the forward stock split is 32,000,000.
NOTE 7: GOING CONCERN
The financial statements are presented on the basis that the Company is
a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a
reasonable length of time. At December 31, 1997, the Company has a loss
from operations for 1997 of $8,740, and an accumulated deficit of
$38,740.
Management feels that loans from related parties and the sale of common
stock will provide sufficient working capital to allow the Company to
continue as a going concern.
NOTE 8: SUBSEQUENT EVENTS
On April 2, 1998 the Company announced it intends to issue 14,000,000
shares of its common stock to acquire Derritron, a leading manufacturer
of shakers and amplifiers for environmental testing.
F-8
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
UniDyn, Corp. December 31, 1997 financial statements and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000894542
<NAME> UniDyn, Corp
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 998
<SECURITIES> 0
<RECEIVABLES> 112,787
<ALLOWANCES> 0
<INVENTORY> 54,191
<CURRENT-ASSETS> 167,976
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 167,976
<CURRENT-LIABILITIES> 23,055
<BONDS> 0
0
0
<COMMON> 32,000
<OTHER-SE> 112,921
<TOTAL-LIABILITY-AND-EQUITY> 167,976
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,740
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (8,740)
<INCOME-TAX> 0
<INCOME-CONTINUING> (8,740)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,740)
<EPS-PRIMARY> (.00)
<EPS-DILUTED> (.00)
</TABLE>
