SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
Annual Report Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the year ended December 31, 1999
Commission File No. 0-24684
LONE WOLF ENERGY, INC.
(Name of small business issuer in its charter)
Colorado
(State or other jurisdiction of Incorporation or Organization)
73-1550360
(IRS Employer Identification Number )
2400 NW 30th, #814
0klahoma City, Oklahoma 73112
(405) 946-4850
(Address, including zip code and telephone number, including area
Code of registrant's executive offices)
Securities registered under Section 12 (b) of the Exchange Act: none
Securities registered under Section 12 (g)
of the Exchange Act:
Common Stock, $0.001 par value
(Title of class)
Check whether the issuer (1) 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. Yes [X] No [_]
Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [_]
Issuer's revenues for its most recent fiscal year: $ 120,893
State the aggregate market value of the voting stock held by non-affiliates,
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days: As of March 23, 2000:
$9,335,200
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of March 23, 2000 there were
16,670,000 shares of the Company's common stock issued and outstanding.
Documents Incorporated by Reference: None
<PAGE>
PART I
Item 1. Description of Business
Lone Wolf Energy, Inc. (the "Registrant" or `Company") was incorporated on
March 4, 1991 in the state of Colorado and was formerly known as K&S Ventures.
In May 1997, the Company changed its name from K&S Ventures, Inc. to Lone Wolf
Energy, Inc. In February 1999 the Company signed a Master Equipment Sales
Agreement with Eagle Capital, Inc. (OTCBB: ECIC) to sell specialized equipment
used in producing patented IMSI blocks for mortarless dry stack construction.
The Agreement calls for the Company to provide ten mobile block plants and five
portable Q-Bond plants over the next thee years. In February 2000 the Company
sold the contract back to Eagle Capital, Inc.
In February 2000 the Company purchased EP Distributing Company, an
e-commerce based company marketing private label vitamins from its own formulas
and medical products.
In March 2000 the its plans to acquire and put together business units with
Internet and telecommunications-centered knowledge and capabilities.
Employees
During the year ended December 31, 1999, the Company had no full-time
employees. It is anticipated the Company will have a minimum of 15 to 25
employees in the year 2000.
Item 2. Description of Property
Facilities
The Company maintains its principal office at 2400 NW 30th, #814, Oklahoma
City, OK 73112. Its officers provide the office space free of charge to the
Company. The Company owns no other property.
Item 3. Legal Proceedings
There are no material legal proceedings that are pending or have been
threatened against the Company.
Item 4. Submission of Matters to a Vote of Security Holders
None
PART II
Item 5. Market for Registrant's Common Stock and Related Shareholder Matters
Market Information
The Company began trading on the OTC Bulletin Board in October 1998 under
the symbol LWEI.
Such over-the-counter market quotations reflect interdealer prices, without
retail mark-up, mark-down or commission and may not necessarily represent actual
transactions. Where there is an absence of an established public trading market,
reference to quotations shall be qualified by appropriate explanation.
2
<PAGE>
The range of bid prices since trading was approved in the fourth quarter of 1998
is as follows:
Low High
--- ----
4th Quarter 1998 $0.02 $0.50
1st Quarter 1999 $0.18 $0.75
2nd Quarter 1999 $0.12 $0.34
3rd Quarter 1999 $0.06 $0.25
4th Quarter 1999 $0.04 $0.09
Sales of Common Stock During 1999
None.
Common Stock Dividend During 1999
There were no common stock dividends during 1999.
Common Stock Subject to Options or Warrants There are no outstanding
options or warrants to purchase common stock of the Registrant. There are no
securities convertible into common stock of the Registrant
3
<PAGE>
Common Stock that could be sold pursuant to Rule 144
Of the 16,670,000 shares outstanding, 16,670,000 shares are eligible, as of
the date of this report, for sale under Rule 144 of the Securities Act.
Holders
As of December 31, 1999, the Company had in excess of 100 shareholders of
record.
Cash Dividends
The Company has not paid any cash dividends on its Common Stock and does
not foresee that such dividends will be paid in the future.
Item 6. Management's Discussion and Analysis or Plan of Operation
Managements discussion and analysis of operations and plan of operations
Discussions of operations
During the year 1999 the Company entered into a Master sales agreement
whereby it provided financing for certain construction equipment for Eagle
Capital, Inc. All the revenues are from this contract. The major items of
expense related to this contract were for legal fees in drawing up the contract
and for interest to carry the Company' note to finance the equipment. In
February the contract was sold back to Eagle for $1,000,000 in short term notes.
Plan of Operations
In February 2000 the Company purchased EP Distributing, an e-commerce based
company which sells vitamins from its own formulas and medical products. The
Company plans to use profits from the sale of its Master Sales Agreement to
develop EP into a major marketer of medical and nutritional products.
In March 1999 the company appointed a business development firm, Ensynq,
Inc. to help reposition the Company to help it to acquire and put together
business units Internet and telecommunications-centered knowledge capabilities.
The Company has already in March of 2000 signed a letter of intent to acquire
Zenex, Inc., a privately held and fast growing switch-based telecommunications
provider. Zenex has significant revenues and profit going forward into the year
2000. The contract will be completed upon completion of a definitive agreement
and obtaining regulatory approval for transfer of tariffs in 48 states. This
transaction will be an all cash transaction.
4
<PAGE>
Item 7. Financial Statements
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of Lone Wolf Energy, Inc.:
We have audited the balance sheet of Lone Wolf Energy, Inc., a Colorado
corporation, as of December 31, 1999 and 1998 and the related statements of
operations, stockholders' equity, and cash flows for the years then ended. The
Company was a development stage enterprise, beginning January 14, 1997 until
January 1,1999. 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 audit.
We conducted our audit 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 disclosed 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 audit provides 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 Lone Wolf Energy, Inc. as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended and from the inception of the development stage in
conformity with generally accepted accounting principles.
HENDERSON, SUTTON & COMPANY P. C.
/s/ HENDERSON, SUTTON & COMPANY P. C.
--------------------------------------
Certified Public Accountants
March 28, 2000
Tulsa, Oklahoma
5
<PAGE>
LONE WOLF ENERGY, INC.
BALANCE SHEETS
December 31, 1999 AND 1998
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
-----------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash $ 108,472 $ 282
Accrued interest receivable 4,681 --
Current portion of note receivable 72,169 --
-----------------------------
Total current assets 185,322 282
Long Term Assets
Note receivable - net of current portion (Note 5) 564,148 --
Investments (Note 6) 24,375 --
-----------------------------
TOTAL ASSETS $ 773,845 $ 282
=============================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 4,257 $ --
Accrued interest 2,521 --
Current portion of long-term debt 56,464 --
Note payable 100,000 --
-----------------------------
Total current liabilities 163,242 --
Long term debt - net of current portion (Note 7) 409,633 --
Other liabilities
Deposits 24,000 --
Deferred revenue (Note 8) 160,449 --
-----------------------------
Total Liabilities 757,324 --
-----------------------------
Stockholders' Equity
Preferred Stock, $0.001 par value, 20,000,000 shares authorized,
No shares issued and outstanding -- --
Common Stock, $0.001 par value, 100,000,000 shares authorized,
11,670,000 shares issued and outstanding at December 31, 1999 and
11,170,000 shares issued and outstanding at December 31, 1998 11,670 11,170
Additional Paid in Capital 45,941 45,941
Unrealized Gain/(Loss) on Available for Sale Securities (7,969)
Retained Earnings (Deficit) 4,151 (19,557)
Deficit Accumulated During The Development Stage (37,272) (37,272)
-----------------------------
Total Stockholders' Equity 16,521 282
-----------------------------
TOTAL LIABILITIES' AND STOCKHOLDERS' EQUITY $ 773,845 $ 282
=============================
</TABLE>
The accompanying notes are an integral part of these Financial Statements
6
<PAGE>
LONE WOLF ENERGY, INC.
STATEMENTS OF OPERATIONS
For the years ended December 31, 1999 and 1998
December 31, December 31,
1999 1998
------------------------------
Revenue $ 120,893 $ 0
Expenses
Computer 622 0
Legal 27,845 11,425
Accounting 2,750 4,907
Consulting 20,800 6,500
Transfer Agent 1,874 1,368
Telephone 5,455 1,712
Corporate fees 270 0
Filing costs 980 0
Public relations 3,128 0
Travel 620 0
Interest - net 32,154 0
Miscellaneous 687 530
------------------------------
Total Expenses 97,185 26,442
------------------------------
Net Income $ 23,708 $ (26,442)
==============================
Weighted Average Shares Outstanding 11,420,000 4,516,154
------------------------------
Loss Per Share $ 0.00 $ 0.00
------------------------------
Net Income $ 23,708 $ (26,442)
Other Comprehensive Income:
Unrealized holding losses (7,969) 0
------------------------------
Comprehensive Income $ 15,739 $ (26,442)
==============================
The accompanying notes are an integral part of these Financial Statements
7
<PAGE>
LONE WOLF ENERGY, INC.
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1999 and 1998
December 31, December 31,
1999 1998
-----------------------
Operating Activities:
Net Loss $ 15,739 $ (26,442)
Change in interest receivable (4,681)
Change in notes receivable (636,317)
Change in Accounts Payable 4,257 (6,972)
Change in interest payable 2,521
Change in notes payable 566,097
Change in other liabilities 184,449
-----------------------
Cash Used In Operating Activities 132,065 (33,414)
-----------------------
Financing Activities:
Sale of Common Stock 0 420
Less: Issue Costs 0 0
Common Stock Issued for Services Rendered 500 6,500
Contribution of Capital by Stockholders 0 26,776
-----------------------
Cash Provided By Financing Activities 500 33,696
-----------------------
Investing Activities (24,375) 0
-----------------------
Change in Cash 108,190 282
Cash at Beginning of Period 282 0
-----------------------
Cash at End of Period $ 108,472 $ 282
-----------------------
The accompanying notes are an integral part of these Financial Statements
8
<PAGE>
LONE WOLF ENERGY, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the years ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
Deficit
Accumulated Unrealized
Shares of Additional During the Holding Total
Common Common Paid in Development Accumulated Gains Stockholders'
Stock Stock Capital Stage Deficit (Losses) Equity
------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1996 10,000 $100 $19,457 $0 $(19,457) $(0)
Capital Contributed by Shareholders 0 0 4,410 0 0 4,410
-----------------------------------------------------------------------------------------
Common Stock Issued for Cash 90,000 900 99,100 0 0 100,000
Less: Issue Costs 0 0 (100,000) 0 0 (100,000)
Change in Par Value 0 (900) 900 0 0 0
Stock Dividend Issued in 1997 4,150,000 4,150 (4,150)
Capital Contributed by Shareholders 0 0 3,858 0 0 3,858
Net Loss 0 0 0 (10,830) 0 (10,830)
------------------------------------------------------------------------------------------
Balance at December 31, 1997 4,250,000 $4,250 $19,165 $(10,830) $(19,557) $(6,972)
------------------------------------------------------------------------------------------
Common Stock Issued for Cash 420,000 420 0 0 0 420
Common Stock Issued for Services 6,500,000 6,500 0 0 0 6,500
Capital Contributed by Shareholders 0 0 26,776 0 0 26,776
Net Loss 0 0 0 (26,442) 0 (26,442)
------------------------------------------------------------------------------------------
Balance at December 31, 1998 11,170,000 $11,170 $45,941 $(37,272) $(19,557) $282
------------------------------------------------------------------------------------------
Common Stock Issued for Services 500,000 500 0 0 0 500
Unrealized Holding Loss (7,969) (7,969)
Net Income 0 0 0 0 23,708 23,708
-----------------------------------------------------------------------------------------
Balance at December 31, 1999 11,670,000 $11,670 $45,941 $(37,272) $4,151 (7,969) $16,521
------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these Financial Statements
9
<PAGE>
LONE WOLF ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 and 1998
1. SIGNIFICANT ACCOUNTING POLICIES
Organization
Lone Wolf Energy, Inc. (formerly K&S Ventures, Inc.) was incorporated on
March 4, 1991 in the state of Colorado. In February 1999 the Company signed a
Master Sales Agreement with Eagle Capital, Inc. (OTCBB: ECIC) to sell
specialized equipment used in producing patented Integrated Masonry Systems
International ("IMSI") blocks for mortarless dry stack construction. The
agreement calls for the Company to provide ten mobile block plants and five
portable Q-Bond plants over the next three years.
Basis of Accounting
Assets, liabilities, equity, revenue and expenses are recorded under the
accrual method of accounting in conformity with generally accepted accounting
principles.
Cash and cash equivalents
The Company considers all cash and marketable securities as cash
equivalents.
Investments
The Company accounts for investments in marketable and other securities in
accordance with Financial Accounting Standards Board ("FASB") Statement No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." The Company
determines the appropriate classification at the time of purchase. Securities
are classified as available-for-sale. Available-for-sale securities are carried
at fair value, which is based on quoted prices. Unrealized gains and losses, net
of tax, are reported as a separate component of shareholders' equity. The cost
of securities available-for-sale is adjusted for amortization of premiums and
discounts to maturity. Interest and amortization of premiums and discounts for
all securities are included in interest income. Realized gains and losses are
included in other income. Cost of securities sold is determined on a specific
identification basis.
Income Taxes
For the years prior to 1997, the Company was taxed under the provisions of
Subchapter S of the Internal Revenue Code. Under the provisions of the Code, all
losses or taxable income was deducted or taxed to the stockholders of the
Company. In January 1997, the Company's standing as a Subchapter S corporation,
as defined by the Internal Revenue Code, was revoked.. Beginning January 1,
1997, the Company became a "C" corporation for income tax purposes.
Fiscal Year End
The Company's fiscal year end is December 31.
Earnings (Loss) per Share
Primary income (loss) per share is calculated by dividing net income (loss)
by the weighted average shares of common stock of the Company outstanding during
the period.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and the reported revenues and expenses during the reporting
period. Actual results could differ from those estimates.
10
<PAGE>
2. STOCKHOLDERS' EQUITY
Issuance of Common Stock
During the first quarter of 1997, 90,000 shares of the Company's common
stock was purchased by Lone Wolf Exploration, Inc., a non-affiliated privately
held Oklahoma corporation ("LWX"), in exchange for $100,000 in cash. The
transaction resulted in LWX owning 90% of the issued and outstanding common
stock of the Registrant. In connection with the transaction, the Company paid
fees in the amount of $100,000 to certain unrelated third parties.
During 1998 6,500,000 shares were issued at 0.001 for services rendered by
related parties and stockholders.
Change in Par Value
In June 1997, the par value of the Company's common stock was changed from
$0.01 per share to $0.001 per share.
Common Stock Dividend
In June 1997, the Board of Directors of the Company declared a common stock
dividend for the purpose of increasing the number of common shares outstanding.
The stock dividend resulted in each shareholder of the Company owning 42.5
shares for each share owned, which increased the common stock outstanding from
100,000 shares to 4,250,000 shares.
3. INCOME TAXES
The deferred tax assets and liabilities are as follows:
Net operating loss carryforward $ 5,272
Less: valuation allowance 5,272
---------
Net deferred tax asset $ 0
---------
As of December 31, 1999, the Company has a net operating loss carryforward
of approximately $13,000 for income tax purposes and expires as follows:
Year of Loss Expires Carryforward Amount Deferred Tax Asset
or (Liability)
1998 2013 13,000 5,272
------------------ ------------------
$ 13,000 $ 5,272
================== =================
Deferred taxes reflect a combined federal and state tax rate of
approximately 40%.
11
<PAGE>
\
4. EARNINGS (LOSS) PER SHARE
Common Shares Outstanding 11,670,000
Effect of using weighted average common and common
equivalent shares outstanding (250,000)
----------
Weighted average common shares outstanding 11,420,000
----------
5. NOTE RECEIVABLE
In April the Company entered into a master agreement with Eagle Capital,
Inc. ("ECIC"). The terms of the agreement call for ECIC to pay $12,000 per month
to the Company for a period of seven (7) years. The Company has elected to treat
this agreement as an installment sale and has imputed interest at 12%.
6. INVESTMENTS
The Company's investments at December 31, 1999 and 1998 consisted of the
following available-for sale marketable securities carried at market value:
1999 1998
Eagle Capital, Inc.-Common Stock 24,375 0
7. NOTE PAYABLE
The Company has a note payable with a lending institution for $500,000. The
note bears an interest rate of 8.75 percent and is payable monthly for a period
of seven (7) years. The monthly principal and interest payments are
approximately $7,900.
In consideration for the loan the Company offered the lending institution
options on 500,000 shares of the Company's stock at $.15 per share. The Company
also agreed to pay a shareholder 600,000 shares of common stock for guarantying
the note when the note is paid in full.
Estimated principal payments on the note due for each of the five years
subsequent to December 31, 1999 are as follows:
2000 56,400
2001 61,600
2002 67,200
2003 73,300
2004 80,000
8. DEFERRED REVENUE
The amount for this caption consists of the unamortized imputed interest on
the note receivable. The deferred revenue is being amortized to income using the
straight-line method over the term of the note as set forth in Note 5 above.
12
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
NONE
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act.
Directors are elected for one-year terms or until the next annual meeting
of shareholders and until their successors are duly elected and qualified.
Officers serve at the discretion of the Board of Directors.
The officers and directors devote only such time as is necessary to the
operations of the Company. Each officer and director maintains outside
employment at non-affiliated companies.
The Directors and Officers of the Registrant as of the date of this report
are as follows:
Name Age Position
--------------------------------------------------------------------------
Marc W. Newman 30 President and Director
Douglas A. Newman 52 Vice President, Secretary,
and Director
Tim Apgood 48 Director
--------------------------------------------------------------------------
Marc W. Newman, has been President and a Director of the Company since
November 1998. From July 1998 to November 1998 Mr. Newman was a private
investment consultant. From 1992 to July 1998 Mr. Newman was a registered
investment broker. Prior to that time Mr. Newman was a full time student.
Douglas A. Newman, have been Vice President, Secretary and a Director of
the Company since November 1998. From 1991 to 1998 Mr. Newman was Chairman, Vice
President and Secretary of Hospital Rehabilitation Services, Inc. a privately
held company he co-founded, which provided contract Physical Therapy services to
hospitals in Tennessee, Alabama, Illinois and North Carolina. From 1985 to 1990
Mr. Newman was Chairman, CFO, Secretary and a Director of Wedding Information
Network, Inc. (NASDAQ: WINN), a franchisor and operator of "The Wedding Pages",
a leading publication for bridal planning and direct marketing to brides to be.
Prior to his employment with Wedding Information Network, Inc., Mr. Newman was a
partner in the CPA firm of Newman and Nanfito in Omaha, Nebraska. Douglas Newman
is the father of Marc Newman, President of the Company.
Tim Apgood, has been a Director of the Company since February 2000. Mr.
Apgood has an extensive background in medical supply and equipment sales. He has
spent the last six years developing EP Distributing Company.
Item 10. Executive Compensation
For the year ended December 31, 1998, the Company paid no salary or
compensation to its executive officers. For the year ended December 31, 1999 the
Company paid $20,300 to Douglas Newman for consulting fees. During those
periods, there were no bonus plans in effect, nor were there any liabilities
incurred for the payment of compensation to the officers of the Company related
to past, present or future services.
13
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table lists the beneficial ownership of the Company's voting
securities by each person known by the Company to be the beneficial owner of
more than 5% of such securities, as well as by all directors and officers of the
issuer. Unless otherwise indicated, the shareholders listed possess sole voting
and investment power with respect to the shares shown:
<TABLE>
<CAPTION>
Amount and Nature
Title of Class Name and Address of Beneficial of Beneficial Percent of
Owner Ownership Class
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Tim Apgood
598 Villager Ln.
Common Midvale, UT 84047 Director 1,000,000 6.00%
Marc W. Newman
2400 NW 30th, #814
Common Oklahoma City, OK 73112 Officer/Director 5,256,498(1) 31.53%
Douglas A. Newman
2400 NW 30th, #814
Common Oklahoma City, OK 73112 Officer/ Director 1,610,000 9.66%
All Officers and Directors as a 7,866,498 47.19%
Common group (3 persons)
</TABLE>
(1) 1,550,764 shares are held beneficially and 205,434 shares are held in
Newboy, Inc., a corporation controlled by Mr. Newman.
Item 12. Certain Relationships and Related Transactions
For the year ended December 31, 1998 consulting agreements were entered
into between the company and certain related parties in exchange for shares of
common stock. There were no related party transactions noted for the year ended
December 31,1999.
Item 13. Exhibits and Reports on form 8-K.
a. Exhibits
Exhibit No. Page
----------------------------------------------------------------------
24.0 Power of attorney Included on Signature Page of this
Form 10-KSB
27.0 Financial Data Schedule For electronic filing only
14
<PAGE>
b. Reports on Form 8-K
1. None.
2. SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LONE WOLF ENERGY, INC.
/s/ DOUGLAS A. NEWMAN
------------------------
By: Douglas A. Newman,
Vice President and Secretary
Date: March 30, 2000
POWER OF ATTORNEY
KNOWN ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Douglas A. Newman, his true and
lawful attorneys-in-fact and agent, to sign any or all amendments to this Report
on Form 10-KSB, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto the attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person hereby ratifying and confirming that said attorney-in-fact and
agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Exchange Act of 1934, this Report on
Form 10-KSB has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Capacity Date
- --------------------------------------------------------------------------------
/s/ MARC W. NEWMAN President and Director March 30, 2000
- ----------------------
Marc W. Newman
/s/ DOUGLAS A. NEWMAN Vice President, Secretary, and Director March 30, 2000
- ----------------------
Douglas A. Newman
/s/ TIM APGOOD Director March 30, 2000
- ----------------------
Tim Apgood
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 108,472
<SECURITIES> 24,375
<RECEIVABLES> 640,998
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 185,322
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 773,845
<CURRENT-LIABILITIES> 163,242
<BONDS> 0
0
0
<COMMON> 11,670
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 773,845
<SALES> 0
<TOTAL-REVENUES> 120,893
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 97,185
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32,154
<INCOME-PRETAX> 23,708
<INCOME-TAX> 0
<INCOME-CONTINUING> 23708
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (7,969)
<NET-INCOME> (15,739)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
