<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended September 30, 1995
[ ] Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____________ to ____________
Commission file number: 33-55254-46
AMERICAN SPORTS HISTORY INCORPORATED
(Exact name of small business issuer as specified in its charter)
Nevada 87-0485307
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
18-1 Heritage Drive, Chatham, New Jersey 07928
(Address of principal executive offices)
Issuer's telephone number, including area code: (201) 635-0665
5635 North Scottsdale Road, Suite A-150
Scottsdale, Arizona 85250
(Former name, former address and former fiscal year,
if changed since last report.)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
------ ------
As of September 30, 1995, the issuer had 9,728,412 shares of common
stock outstanding.
Transitional Small Business Disclosure Format:
Yes No X
------ ------
<PAGE> 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE> 3
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
------------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 23,458 $ 6,600
Advances to related party (Note 3) 434,671
Other assets 3,442 3,442
Net assets of discontinued operations (consisting
primarily of marketable securities) (Note 3) 709,830
------------- -------------
TOTAL CURRENT ASSETS 26,900 1,154,543
------------- -------------
$ 26,900 $ 1,154,543
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Note payable $ 7,000 $
Accounts payable and accrued expenses 115,839 115,000
Liability from sales of common stock subsequently
rescinded (Note 4) 24,900
Net liabilities of discontinued operations (Note 3) 419,687
Income taxes payable from discontinued operations (Note 3) 32,000 72,000
------------- -------------
TOTAL CURRENT LIABILITIES 179,739 606,687
------------- -------------
STOCKHOLDERS' EQUITY (DEFICIENCY) (Notes 3 and 4)
Common stock, $.001 par value; authorized - 25,000,000 shares;
issued and outstanding - 5,000,000 shares (pro forma) at
December 31, 1994 and 9,728,412 shares at September 30, 1995 9,729 5,000
Additional paid-in capital 252,652 (4,000)
Retained earnings (deficit) (deficit of $330,822 accumulated
since May 1, 1995) (415,220) 546,856
------------- -------------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (152,839) 547,856
------------- -------------
$ 26,900 $ 1,154,543
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 4
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
<TABLE>
<CAPTION>
1994 1995
------------ ------------
<S> <C> <C>
EXPENSES
General and administrative $ $ 97,966
Consulting fees (Note 3) 2,000
------------ -------------
TOTAL EXPENSES 99,966
------------ -------------
LOSS FROM CONTINUING OPERATIONS (99,966)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS,
NET OF INCOME TAXES (Note 3) 100,332
------------ -------------
NET INCOME (LOSS) $ 100,332 $ (99,966)
============ =============
NET INCOME (LOSS) PER COMMON SHARE
Loss from continuing operations $ $ (.01)
Income (loss) from discontinued operations .02
------------ -------------
Net income (loss) $ .02 $ (.01)
============ =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Note 1) 6,000,000 8,130,000
============ =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 5
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
AND CUMULATIVE FROM MAY 1, 1995
<TABLE>
<CAPTION>
CUMULATIVE
FROM
MAY 1,
1994 1995 1995
------------- ----------- -----------
<S> <C> <C> <C>
EXPENSES
General and administrative $ $ 97,966 $ 97,966
Consulting fees (Note 3) 152,000 152,000
Write-off of advances to terminated acquisition (Note 4) 80,856 80,856
Write-off of advances to related party (Note 3) 431,751
------------- ------------- -------------
TOTAL EXPENSES 762,573 330,822
------------- ------------- -------------
LOSS FROM CONTINUING OPERATIONS (762,573) (330,822)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS,
NET OF INCOME TAXES (Note 3) 340,031 (199,503)
------------- ------------- -------------
NET INCOME (LOSS) $ 340,031 $ (962,076) $ (330,822)
============= ============= =============
NET INCOME (LOSS) PER COMMON SHARE
Loss from continuing operations $ $ (.09)
Income (loss) from discontinued operations .06 (.03)
------------- -------------
Net income (loss) $ .06 $ (.12)
============= =============
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING (Note 1) 6,000,000 8,130,000
============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 6
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
AND CUMULATIVE FROM MAY 1, 1995
<TABLE>
<CAPTION>
CUMULATIVE
FROM
MAY 1,
1994 1995 1995
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from continuing operations $ $ (762,573) $ (330,822)
Adjustments to reconcile loss from continuing operations
to net cash provided by (used in) operating activities:
Write-off of advances to related party 431,751
Depreciation 4,779
Shares of common stock issued for services 63,925 63,925
Changes in operating assets and liabilities:
Increase (decrease) in -
Income taxes payable from discontinued
operations 72,000 (40,000)
Accounts payable and accrued expenses 115,839 55,999
------------ ------------- -------------
Net cash provided by (used in) continuing operations 76,779 (191,058) (210,898)
Net cash provided by (used in) discontinued operations 92,388 (29,360)
------------ ------------- -------------
Net cash provided by (used in) operating activities 169,167 (220,418) (210,898)
------------ ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
(Increase) decrease in advances to related party, net (434,495) 2,920
Purchases of furniture and equipment (5,000)
------------ ------------- -------------
Net cash provided by (used) in investing activities (439,495) 2,920
------------ ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable 283,000 7,000 7,000
Sale of common stock 202,456 202,456
Liability from sales of common stock subsequently rescinded 24,900 24,900
------------- ------------- -------------
Net cash provided by financing activities 283,000 234,356 234,356
------------- ------------- -------------
NET INCREASE IN CASH 12,672 16,858 23,458
CASH, Beginning of period 8,152 6,600
------------- ------------- -------------
CASH, End of period $ 20,824 $ 23,458 $ 23,458
============= ============= =============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE> 7
AMERICAN SPORTS HISTORY INCORPORATED AND SUBSIDIARY
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1995
AND CUMULATIVE FROM MAY 1, 1995
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization - American Sports History Incorporated, a Nevada corporation, was
organized on August 9, 1990 as National Logistics, Inc. National Logistics,
Inc. changed its name to Fans Holdings, Inc. on June 30, 1995, and subsequently
to American Sports History Incorporated ("ASH") on September 20, 1995. On
August 21, 1995, ASH acquired 100% of the capital stock of Infinet, Inc., a
Delaware corporation ("Infinet"). As used in this report, the "Company" refers
to ASH and its subsidiary, Infinet, unless the context indicates otherwise.
Basis of Presentation - For accounting purposes, the acquisition of Infinet by
ASH has been treated as a recapitalization of Infinet, with Infinet as the
acquiror (reverse acquisition). The historical financial statements prior to
August 21, 1995 are those of Infinet. Effective May 1, 1995, the Company
commenced the business of developing, publishing and distributing a variety of
nostalgic sports magazines. Accordingly, the historical operations of Infinet
have been classified as discontinued operations in the accompanying
consolidated financial statements. Although planned principal operations have
commenced, since the Company has not yet generated any revenues from
operations, the Company is still considered to be in the development stage, and
therefore cumulative results of operations and cash flows have been presented.
The accompanying consolidated financial statements are unaudited but, in
the opinion of management of the Company, contain all adjustments necessary to
present fairly the financial position at September 30, 1995, the results of
operations for the three months and nine months ended September 30, 1994 and
1995 and cumulative from May 1, 1995, and the changes in cash flows for the
nine months ended September 30, 1994 and 1995 and cumulative from May 1, 1995.
These adjustments are of a normal recurring nature. The consolidated balance
sheet as of December 31, 1994 is derived from Infinet's audited financial
statements. The accompanying consolidated financial statements include the
operations of ASH and its wholly-owned subsidiary, Infinet. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Certain information and footnote disclosures normally included in
financial statements that have been prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission, although
management of
<PAGE> 8
the Company believes that the disclosures contained in these financial
statements are adequate to make the information presented therein not
misleading. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-KSB for the fiscal year ended December 31, 1994, the Current Reports on Form
8-K dated September 7, 1995 and July 18, 1996, and the Quarterly Report on Form
10-QSB for the quarterly period ended June 30, 1995, as filed with the
Securities and Exchange Commission.
The results of operations for the three months and nine months ended
September 30, 1995 are not necessarily indicative of the results of operations
to be expected for the full fiscal year ending December 31, 1995.
Net Income (Loss) Per Common Share - In August 1995, ASH issued new shares of
common stock in consideration for the acquisition of Infinet, in a transaction
which has been accounted for as a reverse acquisition. As a result, net income
(loss) per common share is presented on a pro forma basis, and has been
calculated as if the previously issued and the new common shares had been
outstanding during the three months and nine months ended September 30, 1994
and 1995.
2. GOING CONCERN
The Company will require a minimum of approximately $5,000,000 of
operating capital through December 1997 to implement its business plan of
developing, publishing and distributing a variety of nostalgic sports
magazines, which the Company is attempting to raise through the sale of its
common stock. However, there can be no assurances that the Company will be
successful in raising sufficient operating capital on a timely basis and at an
acceptable cost to implement its business plan. To the extent that the Company
is unable to raise the necessary operating capital, it will not be able to
implement its business plan, and it will have to curtail or cease operations.
In addition, even if the Company does raise sufficient operating capital through
the sale of its common stock, there can be no assurances that the net proceeds
will be sufficient to enable the Company to develop its new line of business to
a level where it will generate profits and cash flows from operations.
<PAGE> 9
3. ACQUISITION OF INFINET, INC.
ASH entered into an Agreement dated August 21, 1995, pursuant to which it
acquired from Infinet's sole stockholder, Jeane Hays, 100% of the capital stock
of Infinet, in exchange for which it issued 5,000,000 shares of its restricted
common stock. The 5,000,000 shares of common stock represented approximately
83.3% of the issued and outstanding shares of ASH's common stock, which is the
only class of its equity securities issued and outstanding. At the direction
of Ms. Hays, the 5,000,000 shares of common stock were issued to her husband,
Vincent M. Nerlino, and as a result, Mr. Nerlino may thus be deemed to have
acquired control of ASH from Capital General Corporation, David R. Yeaman and
Krista Castleton. The business of Infinet has historically been investing and
consulting, but in conjunction with its acquisition by ASH, the Company
commenced efforts to develop, publish and distribute a variety of nostalgic
sports magazines. Accordingly, the historical operations of Infinet have been
classified as discontinued operations in the accompanying consolidated
financial statements. In conjunction with its acquisition by ASH, Infinet also
transferred substantially all of its assets (consisting primarily of marketable
securities) and certain of its liabilities, the net carrying value of which was
approximately $119,000, to its former sole stockholder, thereby reducing
outstanding accrued liabilities to the stockholder by the same amount. ASH had
no assets or operations prior to May 1995.
ASH had previously entered into an Agreement dated May 24, 1995, to
acquire 100% of the outstanding capital stock of Fans Publishing, Inc., an
Arizona corporation ("Fans"), a publisher of nostalgic sports magazines, of
which Mr. Nerlino was a director and 21% shareholder. Infinet had made
non-interest bearing advances to Fans aggregating $431,751 ($434,671 at
December 31, 1994) to finance its operations, which were determined to be
uncollectible and were charged to operations at June 30, 1995. It was
subsequently determined that the acquisition of Fans by ASH was not feasible due
to the deteriorating financial condition of Fans. Accordingly, this transaction
was never consummated and no shares of ASH's common stock were issued. However,
in anticipation of the completion of this transaction, the prior officers and
directors of ASH resigned effective May 31, 1995, and Mr. Nerlino was appointed
as the sole director and President of ASH.
The Company agreed to pay Capital General Corporation a fee of $150,000
for services rendered with respect to the terminated acquisition of Fans and
the completed acquisition of Infinet, of which $75,000 was paid during May and
June 1995, and an additional $10,000 was paid during the three months ended
September 30, 1995. The $150,000 fee was charged to operations
<PAGE> 10
at June 30, 1995.
During May and June 1995, prior to the determination that the acquisition
of Fans was not feasible, ASH advanced $79,800 to Fans for operating expenses,
which was charged to operations at June 30, 1995. During the three months
ended September 30, 1995, ASH advanced an additional $1,056 to Fans, which was
charged to operations as of June 30, 1995. In addition, during July 1995,
Infinet advanced $2,750 to Fans, which was charged to Infinet's operations as
of June 30, 1995.
4. ISSUANCE OF COMMON STOCK
During May and June 1995, the Company sold 432,728 shares of common stock
for $154,800. During the three months ended September 30, 1995, the Company
issued 3,345,484 shares of common stock. Of such amount, 152,984 shares of
common stock were sold for $72,556 and 3,192,500 shares of common stock were
issued for services rendered to officers, employees and consultants (including
200,000 shares to Capital General Corporation), which were valued at $63,925.
As a result of the determination that the acquisition of Fans was not
feasible, ASH made a rescission offer to certain purchasers of its common
stock. Purchasers who had paid $24,900 for 49,800 shares elected to accept
such rescission offer. The obligation resulting from the rescission of the
sale of these shares has been recorded as a liability at September 30, 1995.
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview:
Effective August 21, 1995, ASH acquired Infinet. For accounting purposes,
the acquisition of Infinet by ASH has been treated as a recapitalization of
Infinet, with Infinet as the acquiror (reverse acquisition). The historical
financial statements prior to August 21, 1995 are those of Infinet. The
business of Infinet has historically been investing and consulting, but in
conjunction with its acquisition by ASH, the Company commenced efforts to
develop, publish and distribute a variety of nostalgic sports magazines.
Accordingly, the historical operations of Infinet have been classified as
discontinued operations in the accompanying consolidated financial statements.
Although planned principal operations have commenced, since the Company has not
yet generated any revenues from operations, the Company is still considered to
be in the development stage.
Consolidated Statements of Operations:
Three Months Ended September 30, 1994 and 1995 -
During the three months ended September 30, 1995, general and
administrative expenses were $97,966, including 3,192,500 shares of common
stock issued to officers, employees and consultants, which were valued at
$63,925. Consulting fees consisted of 200,000 shares of common stock issued to
Capital General Corporation which were valued at $2,000.
Nine Months Ended September 30, 1994 and 1995 -
During the nine months ended September 30, 1995, general and
administrative expenses were $97,966, including 3,192,500 shares of common
stock issued to officers, employees and consultants, which were valued at
$63,925. Consulting fees consisted of the $150,000 fee payable to Capital
General Corporation for services rendered, and 200,000 shares of common stock
issued to Capital General Corporation which were valued at $2,000.
During the nine months ended September 30, 1995, ASH's advances to Fans
during May through July 1995 of $80,856 were charged to operations. During the
three months and six months ended June 30, 1995, Infinet's aggregate advances
to Fans of $431,751 were charged to operations.
Consolidated Financial Condition - September 30, 1995:
Liquidity and Capital Resources -
The Company will require a minimum of approximately
<PAGE> 12
$5,000,000 of operating capital through December 1997 to implement its business
plan of developing, publishing and distributing a variety of nostalgic sports
magazines, which the Company is attempting to raise through the sale of its
common stock. However, there can be no assurances that the Company will be
successful in raising sufficient operating capital on a timely basis and at an
acceptable cost to implement its business plan. To the extent that the Company
is unable to raise the necessary operating capital, it will not be able to
implement its business plan, and it will have to curtail or cease operations.
In addition, even if the Company does raise sufficient operating capital through
the sale of its common stock, there can be no assurances that the net proceeds
will be sufficient to enable the Company to develop its new line of business to
a level where it will generate profits and cash flows from operations.
During May and June 1995, the Company sold 432,728 shares of common stock
for $154,800. During the three months ended September 30, 1995, the Company
issued 3,345,484 shares of common stock. Of such amount, 152,984 shares of
common stock were sold for $72,556 and 3,192,500 shares of common stock were
issued for services rendered to officers, employees and consultants (including
200,000 shares to Capital General Corporation), which were valued at $63,925.
The Company agreed to pay Capital General Corporation a fee of $150,000
for services rendered with respect to the terminated acquisition of Fans and
the completed acquisition of Infinet, of which $75,000 was paid during May and
June 1995, and an additional $10,000 was paid during the three months ended
September 30, 1995. The $150,000 fee was charged to operations at June 30,
1995.
During May and June 1995, prior to the determination that the acquisition
of Fans was not feasible, ASH advanced $79,800 to Fans for operating expenses,
which was charged to operations at June 30, 1995. During the three months
ended September 30, 1995, ASH advanced an additional $1,056 to Fans, which was
charged to operations as of June 30, 1995. In addition, during July 1995,
Infinet advanced $2,750 to Fans, which was charged to Infinet's operations as
of June 30, 1995.
As a result of the determination that the acquisition of Fans was not
feasible, ASH made a rescission offer to certain purchasers of its common
stock. Purchasers who had paid $24,900 for 49,800 shares elected to accept
such rescission offer. The obligation resulting from the rescission of the
sale of these shares has been recorded as a liability at September 30, 1995.
In order to conserve working capital, the Company intends to continue to
issue shares of its common stock to officers, employees and consultants for
services rendered.
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
2 Agreement between National Logistics, Inc. and
Infinet dated August 21, 1995, previously filed as
Exhibit 2 to the Company's Current Report on Form 8-K
dated September 7, 1995, and incorporated herein by
reference.
3 Amendment to the Articles of Incorporation to change
the name of the Company from Fans Holdings, Inc. to
American Sports History Incorporated, filed with the
Office of the Secretary of State of the State of
Nevada on September 20, 1995.
27 Financial Data Schedule (electronic filing only)
</TABLE>
(b) Reports on Form 8-K -
Three Months Ended September 30, 1995:
(1) The Company filed a Current Report on Form 8-K dated July 24,
1995, to report a change in certifying accountant effective May 31, 1995 (Item
4).
(2) The Company filed a Current Report on Form 8-K dated September
7, 1995, to report a change in control of the Company effective May 31, 1995
(Item 1) and the acquisition of Infinet, Inc. effective August 21, 1995 (Item
2).
(3) The Company filed a Current Report on Form 8-K/A dated July 18,
1996, to provide the historical audited financial statements of Infinet, Inc.
as of and for the fiscal years ended July 31, 1995 and 1994 (Item 7).
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
AMERICAN SPORTS HISTORY INCORPORATED
(Registrant)
Date: July 31, 1996 By: /s/ VINCENT M. NERLINO
----------------------------
Vincent M. Nerlino
President
(Duly authorized officer and
acting principal financial
officer)
<PAGE> 1
[FILING STAMP]
AMENDMENT TO THE
ARTICLES OF INCORPORATION
OF
FANS HOLDINGS, INC.
WHEREAS, there was issued by the Secretary of State a Charter as of
August 9, 1990, constituting and creating FANS HOLDINGS, INC. (formerly
NATIONAL LOGISTICS, INC.) a corporation now organized under the laws of the
State of Nevada, with its principal place of business in Scottsdale, Arizona,
and a capital stock of Twenty-Five Thousand Dollars ($25,000.00), divided in
Twenty-Five Million (25,000,000) shares of a par value of one mill (1/10 cent)
each, empowering it engage in the business of venture capital and investing in
high risk enterprises,
THEREFORE, the undersigned, being the President and also the Secretary
of FANS HOLDINGS, INC., hereby certifies that, by resolutions duly adopted by
the Board of Directors and by written action of a majority of the Shareholders
of the Company, effective as of August 25, 1995, the Company adopted the
following amendment to its Articles of Incorporation:
That Article I be amended and changed to read as follows:
Name: The name of the Corporation is AMERICAN SPORTS HISTORY
INCORPORATED.
WHEREFORE, they pray that the Articles of Incorporation of FANS
HOLDINGS, INC. be so amended.
DATED this 5th day of September, 1995
/s/ VINCENT NERLINO
- ----------------------------
Vincent Nerlino
President and Secretary
<PAGE> 2
STATE OF NEW JERSEY )
) :ss
County of Morris )
On this 5th day of September, 1995, before me, a notary public,
personally appeared Vincent Nerlino, known to me to be the person whose name is
subscribed to the within document, and acknowledge that he executed the same.
/s/ KATHLEEN M. REX
- ----------------------------------------------
KATHLEEN M. REX
Notary Public of New Jersey
My Commission Expires May 6, 1997
<PAGE> 3
[SEAL]
STATE OF NEVADA
Secretary of State
I hereby certify that this is a true and complete copy of the document as filed
in this office.
SEP 20 '95
/s/ DEAN HELLER
DEAN HELLER
Secretary of State
By: /s/PATRICIA ISAMAN
------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1995 AND THE UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
QUARTERLY REPORT ON FORM 10-QSB FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
1995.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 23458
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26900
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 26900
<CURRENT-LIABILITIES> 179739
<BONDS> 0
0
0
<COMMON> 9729
<OTHER-SE> (162568)
<TOTAL-LIABILITY-AND-EQUITY> 26900
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (762573)
<INCOME-TAX> 0
<INCOME-CONTINUING> (762573)
<DISCONTINUED> (199503)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (962076)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> 0
</TABLE>
