<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
for the quarterly period ended February 28, 1999
Commission File Number 33-96638-A
ecom ecom.com, inc.
-----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Florida 65-0538051
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8125 Monetary Drive, Suite H4, Riviera Beach, Florida 33404
- ------------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
(561) 622-4395
------------------------------------------------
(Issuer's telephone number, including area code)
U S Amateur Sports, Inc.
----------------------------------------------------
(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 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__
As of February 28, 1999, the issuer had 12,611,600 shares of common stock,
$.0001 Par Value, outstanding.
Transitional Small Business Disclosure format: Yes _ No -X-
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eCom eCom.com, Inc. Form 10-QSB
February 28, 1999
INDEX
PAGE NO.
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
Consolidated Balance Sheets:
February 28, 1999 and May 31, 1998 3
Consolidated Statements of Operations:
Nine-Month Periods Ended
February 28, 1999 and 1998 4
Three-Month Periods Ended
February 28, 1999 and 1998 5
Consolidated Statements of Cash Flows:
Nine-Month Periods Ended
February 28, 1999 and 1998 6
Notes to Consolidated Financial Statements 7
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION 10
PART II OTHER INFORMATION
ITEMS 1-6 14
2
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eCOM eCOM.COM, INC.
CONSOLIDATED BALANCE SHEETS
FEBRUARY 28, 1999 AND MAY 31, 1998
February 28, 1999 May 31, 1998
(Unaudited)
----------------- ------------
ASSETS
Current assets
Cash and cash equivalents $ 158,852 $ 89,542
Accounts and advances receivable 20,641 7,315
Inventories 153,627 85,155
Prepaid expense 9,187 34,580
---------- ----------
Total current assets 342,307 216,592
Property and equipment 72,928 70,980
Intangible assets 35,402 25,309
Other assets 12,423 10,680
---------- ----------
TOTAL ASSETS $ 463,060 $ 323,561
========== ==========
LIABILITIES
Current liabilities
Accounts payable $ 138,258 $ 131,704
Current portion of notes payable 125,897 130,214
Current portion of accrued interest 2,408 10,600
---------- ----------
Total current liabilities 266,563 272,518
Loans from stockholders 197,345 101,600
Notes payable, less current portion 13,500 13,500
Accrued interest, less current portion 2,551 1,314
---------- ----------
TOTAL LIABILITIES 479,959 388,932
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, $.0001 par value:
Authorized - 50,000,000 shares;
Issued - 12,611,600 shares
at February 28, 1999 and 11,894,600
shares at May 31, 1998 1,260 1,189
Additional paid-in capital 703,694 484,361
Accumulated deficit (709,275) (545,921)
Less treasury stock -
At cost: 27,000 shares (12,578) (5,000)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (16,899) (65,371)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 463,060 $ 323,561
========== ==========
See notes to financial statements.
3
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eCOM eCOM.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Nine-Month Periods Ended February 28, 1999 and 1998
(Unaudited)
Nine Months Nine Months
Ended Ended
February 28, 1999 February 28, 1998
----------------- -----------------
REVENUES
Net sales $ 135,078 $ 71,948
Other income 0 3,504
---------- ----------
TOTAL REVENUES 135,078 75,452
COSTS AND EXPENSES
Cost of products sold 75,101 13,560
Cost of event production and promotion 0 72,467
Freight 4,808 4,262
Payroll expense 0 4,800
Professional fees 50,249 36,203
Advertising and promotion 66,340 11,063
Travel 0 8,842
Rent 24,165 16,961
Office, telephone and other
operating expenses 39,032 26,829
Interest 11,896 12,916
Depreciation 17,104 11,820
Amortization 9,737 9,069
---------- ----------
TOTAL COSTS AND EXPENSES 298,432 228,792
---------- ----------
NET LOSS $ (163,354) $ (153,340)
========== ==========
NET LOSS PER COMMON SHARE $ (.013) $ (.025)
========== ==========
See notes to financial statements.
4
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eCOM eCOM.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three-Month Periods Ended February 28, 1999 and 1998
(Unaudited)
Three Months Three Months
Ended Ended
February 28, 1999 February 28, 1998
----------------- -----------------
REVENUES
Net sales $ 81,092 $ 40,535
Other income 0 0
---------- ----------
TOTAL REVENUES 81,092 40,535
COSTS AND EXPENSES
Cost of products sold 48,112 3,261
Cost of event production and promotion 0 0
Freight 2,636 310
Payroll expense 0 4,800
Professional fees 14,182 10,541
Advertising and promotion 23,785 7,404
Travel 0 450
Rent 8,586 5,192
Office, telephone and other
operating expenses 11,593 6,197
Interest 3,921 4,917
Depreciation 5,792 3,940
Amortization 3,357 3,023
---------- ----------
TOTAL COSTS AND EXPENSES 121,964 50,035
---------- ----------
NET LOSS $ (40,872) $ (9,500)
========== ==========
NET LOSS PER COMMON SHARE $ (.003) $ (.001)
========== ==========
See notes to financial statements.
5
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eCOM eCOM.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine-Month Periods Ended February 28, 1999 and 1998
(Unaudited)
Nine Months Nine Months
Ended Ended
February 28, 1999 February 28, 1998
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (163,354) $ (153,340)
Reconciling adjustments:
Amortization 9,737 9,069
Depreciation 17,104 11,820
Decrease (increase) in receivables (14,258) 2,357
Decrease (increase) in inventories (68,472) (8,712)
Decrease (increase) in prepaid expenses 25,393 (38,191)
(Increase) in other assets (1,743) 0
Increase in accounts payable 6,554 103,565
Increase (decrease) in accrued expenses 0 (40,000)
Increase (decrease) in accrued interest (6,955) (14,125)
---------- ----------
NET CASH USED BY OPERATING ACTIVITIES (195,994) (127,557)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment (20,071) 0
Acquisition of intangible assets (17,879) 0
---------- ----------
NET CASH USED BY INVESTING ACTIVITIES (37,950) 0
CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions 211,826 51,737
Notes payable (4,317) 107,467
Loans from stockholders 95,745 16,600
---------- ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 303,254 175,804
---------- ----------
NET INCREASE (DECREASE) IN CASH 69,310 48,247
CASH AT BEGINNING OF PERIOD 89,542 810
---------- ----------
CASH AT END OF PERIOD $ 158,852 $ 49,057
========== ===========
See notes to financial statements.
6
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eCOM eCOM.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
February 28, 1999 and 1998
(Unaudited)
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ---------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the nine month
period ended February 28, 1999 are not necessarily indicative of the results
that may be expected for the year ending May 31, 1999. For further
information, refer to the financial statements and footnotes thereto included
in the Company's Form 10-KSB for the year ended May 31, 1998.
Consolidation
- -------------
The consolidated financial statements of the Company include the accounts of
US Amateur Sports Company. US Amateur Sports owns USA Performance Products,
Inc. USA Performance Products, Inc. is a wholly-owned subsidiary responsible
for the manufacture and sale of the Viper M1 paintball marker and accessories
and the sale of other paintball products. All intercompany balances and
transactions have been eliminated in consolidation.
Depreciation
- ------------
The cost of property and equipment is depreciated over the estimated useful
lives of the related assets. Depreciation is computed using the straight-line
method for financial reporting purposes and an accelerated method for tax
purposes.
Amortization
- ------------
Intangible assets and deferred charges are amortized using the straight-line
method over five years.
Inventories
- -----------
Inventories are stated at the lower of cost or market. See note C.
7
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NOTE B: CASH EQUIVALENTS
Cash equivalents consist of cash credits received in connection with the sale
of advertising to Itex Corporation. These cash credits are used for the
purchase of products and services provided by other Itex clients.
NOTE C: INVENTORIES
Inventories consist of merchandise acquired for sale by the Company's USA
SportsNet business unit in addition to finished goods and work-in-process
inventories of the Viper M1 paintball marker, its accessories and other
paintball products. Inventories are carried at cost which is considered to be
less than market value.
NOTE D: PREPAID EXPENSE
Prepaid expense includes amounts paid for rent, commercial insurance,
advertising and other expenditures which will benefit the Company during the
fiscal year ending May 31, 1999.
NOTE E: PROPERTY AND EQUIPMENT
The following is a summary of property and equipment recorded in the financial
statements at cost less depreciation as of February 28, 1999 and 1998:
February 28, 1999 February 28, 1998
----------------- -----------------
Computer hardware $ 34,858 $ 10,542
Computer software 22,416 10,564
Furniture, fixtures and equipment 22,948 10,572
Tools, dies and fixtures 54,928 50,140
--------- ---------
Total cost 135,150 81,818
Less: accumulated depreciation (62,222) (40,744)
--------- ---------
Total net property and equipment $ 72,928 $ 41,074
========= =========
The useful lives assigned to property and equipment to compute depreciation
are:
Computer hardware 5 years
Computer software 5 years
Furniture, fixtures and equipment 7 years
Tools, dies and fixtures 5 years
8
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NOTE F: INTANGIBLE ASSETS
During the year ended May 31, 1996, the Company acquired the assets of
Performance Paintball Products, Inc. Included in the purchase were exclusive
rights to use of the Viper name and related technology used in the manufacture
of the Viper M1 paintball marker. The valuation of these rights increased
with the recording of payments for design improvements and drawing updates
during the current fiscal year. The rights are valued at $54,134 less
accumulated amortization of $29,932 at February 28, 1999, and $47,455 less
accumulated amortization of $19,773 at February 28, 1998.
During the current quarter, the Company acquired the rights to the completed
technology, customer lists and domain names for the AClassifiedAd and Swap and
Shop web sites. The purchase prices of $10,000 and $1,200, respectively, have
been recorded as intangible assets.
NOTE G: OTHER ASSETS
Other assets include deferred charges, deposits and an advance to an officer
of the Company.
NOTE H: ACCOUNTS PAYABLE
Accounts payable consist of professional fees, trade payables and costs
associated with event production and promotion.
NOTE I: NOTES PAYABLE AND LOANS FROM STOCKHOLDERS
Notes payable include balances remaining under a note agreement with Stratex
Corporation and a note recorded in connection with the purchase of certain
assets of Performance Paintball Products. The remaining balances of notes
payable and loans from stockholders consist of miscellaneous amounts borrowed
to finance the Company's operations.
NOTE J: RECOVERABILITY OF ASSETS AND GOING CONCERN
The Company's financial statements have been presented on the basis that it is
a going concern, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.
The Company's continued existence is dependent upon its ability to secure
financing or its ability to generate sufficient cash flows through operations
to meet its operating costs and repay current obligations as they come due.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion should be read in conjunction with the accompanying
consolidated financial statements for the three-month and nine-month periods
ended February 28, 1999 and 1998 and the Form 10-KSB for the fiscal year ended
May 31, 1998.
Special Note Regarding Forward-Looking Statements
- -------------------------------------------------
Certain statements in this report and elsewhere (such as in other filings by
the Company with the Securities and Exchange Commission ("SEC"), press
releases, presentations by the Company or its management and oral statements)
may constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Words such as "expects,"
"anticipates," "intends," "plans," "believes," "seeks," "estimates," and
"should," and variations of these words and similar expressions, are intended
to identify these forward-looking statements. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements. Factors that might cause or contribute to such differences
include, among others, competitive pressures, the growth rate of the paintball
industry and electronic commerce, constantly changing technology and market
acceptance of the Company's products and services. The Company undertakes no
obligation to publicly release the result of any revisions to these forward-
looking statements, which may be made to reflect events or circumstances after
the date hereof or to reflect the occurrence of unanticipated events.
Overview
- --------
Corporate Restructuring
On December 17, 1998, the Company's directors voted to change the Company's
name from US Amateur Sports, Inc. to ecom ecom.com, inc. in the belief that
the proposed name more accurately reflected the nature of the Company's core
business, electronic commerce. At a Special Meeting of Shareholders held on
January 25, 1999, the shareholders of the Company approved an amendment to the
Company's Articles of Incorporation in order to adopt the new name. At that
time, a current report on Form 8-K was filed with the Securities and Exchange
Commission, and the name change became effective on January 27, 1999.
Also on January 27, 1999, Articles of Incorporation of US Amateur Sports
Company were filed with the State of Florida. US Amateur Sports Company
became a wholly-owned subsidiary of ecom ecom.com, inc., and USA Performance
Products, Inc. became a wholly-owned subsidiary of US Amateur Sports Company.
In addition, the assets of the USA SportsNet business unit were transferred
into US Amateur Sports Company.
The purpose of these changes was to structure the Company to maximize its
ability to pursue certain e-commerce concepts that extend beyond the amateur
sports market.
10
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Electronic Commerce
Immediately following the name change and restructuring, the Company announced
the development of its new auction web site, the ECEC Trading Club. The
Trading Club is located on the Company's Internet site at www.ecomecom.com.
Although the concept of on-line auctions is not new, having been popularized
by eBay and imitated by many others, the ECEC Trading Club differentiates
itself from these other sites by functioning as a membership club. Membership
is free. An annual fee of $36 allows sellers to list an unlimited number of
items for sale through the auction. No listing or value-based transaction
fees are assessed so that members will find ECEC's auction to be more
economical than other Internet auction sites.
In addition to being more economical, the membership club concept is more
secure because the Trading Club reserves the right to revoke the membership of
anyone who engages in unethical trading activity.
On February 6, 1999, the Company acquired the AClassifiedAd web site, and on
February 12, 1999, the Swap and Shop web site was purchased. These
acquisitions included the rights to the completed technology, customer lists
and domain names of each site. Included in the purchase of the AClassifiedAd
web site were the rights to the Official NP Magazine, a monthly Internet
consumer report provided to subscribers via e-mail. The purchase prices of
these sites have been recorded as intangible assets in the Company's financial
statements. Addition of these web sites broadened the scope of the Trading
Club's services to include a newspaper classified advertising format and a
facility that enables members to swap their items.
Management's interest in developing electronic commerce concepts grew from its
successful use of the Internet to market paintball products and its intention
to extend this use by launching an Internet amateur sports network, USA
SportsNet. USA SportsNet is being developed as a portal for amateur athletes
worldwide to access sports information, products and services to support their
activities. It is anticipated to include a site available to local community
recreation departments, youth leagues and schools to post scores, standings,
schedules and highlights of local amateur athletic activities free of charge.
This approach is designed to build a high volume of Internet traffic which
management believes will make USA SportsNet attractive to sports-oriented
merchants.
Paintball
USA Performance Products, Inc. is responsible for the production and sale of
the Viper M1 paintball marker and accessories. During the current fiscal
year, the Company moved production of the Viper M1 from a subcontractor to in-
house facilities. The creation of an in-house production capability allows
the Company to grow to meet demand for the marker. The growth in sales posted
during the current quarter resulted from this change. Having demonstrated the
ability to manufacture the product in-house, management plans to increase its
advertising efforts to expand penetration of this segment of the paintball
market.
During the current quarter, the Company acquired the right to use the toll-
free telephone number, 1-800-PAINTBALL. The Company also has registered the
Internet domain name www.800paintball.com and a number of related domain
names. Management plans to use the advertising advantages inherent in the
combination of these two forms of electronic commerce to establish a
significant market share within all sectors of the paintball market.
11
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Results of Operations
- ---------------------
Comparison of the nine months ended February 28, 1999
with the nine months ended February 28, 1998
-----------------------------------------------------
Revenue for the nine-month period ended February 28, 1999 was $135,078
compared to $75,452 of revenue recorded during the same period of the prior
year. All current period revenue consisted of sales of the Viper M1 paintball
marker, its accessories and other paintball products. Revenues during the
prior year period included $52,120 derived from the sale of advertising,
tickets and memorabilia connected with the Company's production of the All
American Bowl and $3,259 which represented a gain realized from renegotiation
of a note payable. The balance of prior year revenues consisted of sales of
the Viper M1.
Total costs and expenses were $298,432 in the current period compared to
$228,792 in the prior year period. The prior year total included $72,467
related to production and promotion of the All American Bowl. Elimination of
this cost in the current year was offset by increases in all other expense
categories except travel and interest. Relocation and equipping of Company
headquarters accounted for increases in rent, depreciation, office and other
operating expenses. Focus on development of the Company's Internet network
increased professional fees. However, the most significant increase was
$55,277 in additional spending on advertising and promotion of the Company and
its products. The increase in sales offset by increased spending resulted in
an increase of $10,014 in the net loss, from $153,340 in the prior year to
$163,354 in the current year.
Comparison of the three months ended February 28, 1999
with the three months ended February 28, 1998
------------------------------------------------------
Revenue for the three-month period ended February 28, 1999 was $81,092
compared to $40,535 recorded during the same period of the prior year.
Revenue for the current period consisted of sales of the Viper M1, while prior
period revenue included $5,535 in Viper M1 sales combined with $35,000 in
sales of All American Bowl advertising.
Total costs and expenses rose from $50,035 in the prior year period to
$121,964 in the current quarter with expenses rising in all categories except
travel and interest. All increases resulted from the operational changes and
investment spending discussed in the comparison of the nine-month periods
above.
The increased expenditures resulted in a net loss of $40,872 for the current
quarter compared to a loss of $9,500 in the same period of the prior year.
12
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Liquidity and Capital Resources
- -------------------------------
At February 28, 1999, current assets totaled $342,307 compared to $216,592 at
the prior year end. Accounts receivable increased $13,326 as a result of the
growth in paintball sales. An increase of $68,472 in inventories consisted of
paintball work-in-process and finished goods inventories. A reduction of
$25,393 in the prepaid category consisted primarily of the expensing of
amounts paid for advertising. Current liabilities at February 28, 1999 were
$266,563 compared to $272,518 at the prior year end. An increase of $6,554 in
accounts payable was offset by a decrease of $8,192 in accrued interest and a
$4,317 decrease in the current portion of notes payable.
Net cash used by operating activities during the nine months ended February
28, 1999 was $195,994. The principal uses of cash were to fund the Company's
net loss from operations and to finance the increases in receivables and
inventories.
Net cash used by investing activities consisted of $37,950 paid principally
for acquisition of computer software and intangible assets consisting of
rights to the AclassifiedAd and Swap and Shop web sites.
Net cash provided by financing activities was $303,254 derived from $211,826
in capital contributions and $95,745 in loans from stockholders offset by a
$4,317 decrease in notes payable. Of the capital contributions, $185,780 was
recorded from private sales of restricted stock, and the remainder resulted
from the exchange of stock for services. Loans from stockholders, which bear
no interest, continued to be a significant source of capital to fund the
Company's operations. Notes payable included balances remaining under a note
agreement with Stratex Corporation and a note recorded in connection with the
purchase of certain assets of Performance Paintball Products.
Management believes that the combination of revenues, loans from stockholders
and capital contributions will be sufficient to fund operations for the
remainder of the current fiscal year. To the extent that the Company requires
additional funds to support its operations or the expansion of its business,
the Company may sell additional equity, issue debt or obtain credit facilities
through financial institutions. Any sale of additional equity securities will
result in dilution to the Company's shareholders. There can be no assurance
that additional financing, if required, will be available to the Company in
amounts or on terms acceptable to the Company.
Year 2000 Issue
- ---------------
The Company is aware of the impact that the two-digit coding of dates in many
currently installed computer systems and software products will have in the
year 2000. Management does not believe that this issue will result in any
material adverse effect on the Company's financial condition or results of
operations.
Market for Common Equity
- ------------------------
Following the change in the name of the Company discussed above, the Company's
common stock symbol was changed to ECEC and the CUSIP number was changed to
27889U. The stock continues to trade on the OTC Bulletin Board, and Equitrade
Securities Corporation of Lake Forest, California continues to serve as the
lead market maker for the stock.
13
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OTHER INFORMATION
PART II
ITEM 1. Legal Proceedings.
The Company is not involved in any material legal proceedings or litigation,
and the officers and directors are aware of no other pending litigation which
would have a material, adverse effect on the Company.
ITEM 2. Changes in Securities.
(c) The following securities were sold in six separate transactions during
the quarter ended February 28, 1999 without registering the securities under
the Securities Act of 1933:
525,000 shares of restricted and legended Common Stock to three
private investors in privately negotiated transactions for an
aggregate amount of $155,000 in cash;
80,000 shares of restricted and legended Common Stock to one vendor
in a privately negotiated transaction in exchange for a toll free
telephone number valued by the Registrant at $100,000;
90,000 shares of restricted and legended Common Stock to two persons
(one of whom is a current employee and one of whom is a former
employee of the Registrant) in exchange for services rendered valued
in the aggregate at $18,627.25.
The shares of the Company's Common Stock which were issued pursuant to the
transactions set forth above were issued in reliance upon the exemptions from
registration afforded by Sections 3(b), 4(2), or other provisions of the
Securities Act of 1933, as amended. Each of the persons to whom such
securities were issued made an informed investment decision based upon
negotiation with the Company and was provided with appropriate offering
documents and access to material information regarding the Company. The
Company believes that such persons had knowledge and experience in financial
and business matters such that they were capable of evaluating the merits and
risks of the acquisition of the company's Common Stock in connection with
these transactions. All certificates representing such common shares bear an
appropriate legend restricting the transfer of such securities, except in
accordance with the Securities Act of 1933, as amended, and stop transfer
instructions have been provided to the Company's transfer agent in accordance
therewith.
ITEM 3. Defaults Upon Senior Securities.
None
ITEM 4. Submission of Matters to a Vote of Security Holders.
At a Special Meeting of Shareholders of U S Amateur Sports, Inc. (the
"Company") held on January 25, 1999, the shareholders of the Company approved
an amendment to the Company's Articles of Incorporation to change the Company's
name to ecom ecom.com, inc. The subject name change became effective on
January 27, 1999.
14
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ITEM 5. Other Information.
None
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - None
(b) Reports - Form 8-K, dated January 25, 1999 reporting on Item 5
"Other Events".
15
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.
ecom ecom.com, inc.
April 14, 1999 By /s/ Guy T. Lindley
Guy T. Lindley, Chief Financial Officer
(Principal Financial and Accounting Officer)
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations found on
pages 3 and 4 of the Company's Form 10-QSB for the quarter ended February 28,
1999, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-END> FEB-28-1999
<CASH> 158,852
<SECURITIES> 0
<RECEIVABLES> 21,573
<ALLOWANCES> 0
<INVENTORY> 153,627
<CURRENT-ASSETS> 343,239
<PP&E> 135,150
<DEPRECIATION> 62,222
<TOTAL-ASSETS> 463,992
<CURRENT-LIABILITIES> 266,563
<BONDS> 0
0
0
<COMMON> 1,260
<OTHER-SE> (17,227)
<TOTAL-LIABILITY-AND-EQUITY> 463,992
<SALES> 135,078
<TOTAL-REVENUES> 135,078
<CGS> 74,169
<TOTAL-COSTS> 297,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,896
<INCOME-PRETAX> (162,422)
<INCOME-TAX> 0
<INCOME-CONTINUING> (162,422)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (162,422)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
