<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------------
FORM 10-QSB
(Mark One)
/ X / QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 33-96882-LA
-----------
CARING PRODUCTS INTERNATIONAL, INC.
(Name of small business issuer in its charter)
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DELAWARE 98-0134875
(State or other jurisdiction of (IRS Employer Identification No.)
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P.O. BOX 9288, SEATTLE, WASHINGTON 98109
(principal mailing address)
(206) 523-7065
(issuer's telephone number, including area code)
-----------------
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 par value
Warrants to purchase common stock.
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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Not applicable.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of December 31, 1999 the
Registrant had 3,056,343 shares of Common Stock outstanding.
Transitional Small Business Disclosure Format (check one): Yes No X
--- ---
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
FORM 10-QSB
FOR THE QUARTER ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
INDEX PAGE NUMBER
<S> <C>
PART I: FINANCIAL INFORMATION
Item 1 Consolidated Balance Sheets at March 31, 1999, and December 31, 1999. 3
(unaudited)
Consolidated Statements of Operations for each of the three and nine-month
periods ended December 31, 1998, and December 31, 1999. 4
(unaudited)
Consolidated Statements of Cash Flows for the nine-month period
ended December 31, 1998, and December 31, 1999. 5
(unaudited)
Notes to Consolidated Financial Statements. 6
Item 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II: OTHER INFORMATION 11
Item 1 Legal Proceedings.
Item 2 Changes in Securities.
Item 3 Defaults upon Senior Securities.
Item 4 Submission of Matters to a Vote of Security Holders.
Item 5 Other Information.
Item 6 Exhibits
</TABLE>
<PAGE>
PART I
FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
1999 1999
ASSETS (unaudited)
<S> <C> <C>
Current assets:
Cash $ 707,847 $ 254,854
Accounts receivable, less allowance for doubtful accounts
of $460,000 at March 31, and $335,778 at December 31 353,263 22,227
Inventories 560,338 209,137
Prepaid expenses 25,208 9,534
------------ ------------
Total current assets 1,646,656 495,752
Equipment, net 143,798 30,174
Intangible assets, net 173,580 7,927
Other assets 18,041 --
------------ ------------
Total assets $ 1,982,075 $ 533,853
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 326,745 $ 111,862
Accrued liabilities 43,826 38,974
Customer deposits 244,575 54,671
------------ ------------
Total liabilities 615,146 205,507
Commitments, contingencies and subsequent events --
Stockholders' equity:
Preferred stock: no shares outstanding -- --
Common stock: 2,781,343 at March 31, 1999
3,056,343 at December 31, 1999 27,814 30,564
Additional paid-in capital 19,681,685 19,232,069
Accumulated deficit (18,342,570) (18,934,287)
------------ ------------
Total stockholders' equity $ 1,366,929 $ 328,346
------------ ------------
$ 1,982,075 $ 533,853
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</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
NINE-MONTH PERIODS AND THREE-MONTH PERIODS ENDED DECEMBER 31, 1998 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
Nine-month Periods Three Month Periods
Ended December Ended December 31
1998 1999 1998 1999
---------------------------- ----------------------------
<S> <C> <C> <C> <C>
Revenues $ 1,222,004 $ 395,587 $ 277,462 $ 111,471
Cost of Sales 930,756 174,017 365,292 57,790
----------- ----------- ----------- -----------
Gross profit (loss) 291,248 221,570 (87,830) 53,681
Operating expenses:
Selling 1,535,371 198,801 323,078 81,614
General and administrative 1,016,173 668,480 375,542 192,216
Amortization and depreciation 50,303 41,884 17,170 8,761
----------- ----------- ----------- -----------
Total operating expenses 2,601,847 909,165 715,790 282,591
----------- ----------- ----------- -----------
Loss from operations (2,310,599) (687,595) (803,620) (228,910)
Other income (expense):
Other income (expense) 64,472 180,795 10,595 (23,629)
Interest expense (1,894) (741) (1,747) --
Loss on sale of assets (84,176) -- --
Other, net (127,119) (51,918) --
----------- ----------- ----------- -----------
(64,541) 95,878 (43,070) (23,626)
----------- -----------
Net Income (loss) $(2,375,140) $ (591,717) $ (846,690) $ (252,539)
----------- ----------- ----------- -----------
Net Income (loss) per common share $ (0.85) (.19) $ (0.30) (.08)
----------- ----------- ----------- -----------
Weighted average common shares 2,781,343 3,056,343 2,781,343 3,056,343
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE-MONTH PERIODS ENDED DECEMBER 31, 1998 AND 1999
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1999
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<S> <C> <C>
Cash flows from operating activities:
Net loss $(2,375,140) $ (591,717)
Adjustments to reconcile net loss to net cash
used in operating activities:
Issuance of restricted common stock for services -- 55,000
Loss on disposal of equipment -- 84,176
Change in Allowance for doubtful accounts 124,222
Discounted accounts payable -- (37,630)
Amortization and depreciation 54,108 41,884
Change in operating assets and liabilities
Accounts receivable (476,312) 206,814
Inventories 626,407 351,201
Prepaid expenses 5,782 15,674
Other assets 18,041
Accounts payable (515,665) (177,253)
Accrued liabilities (27,613) (4,852)
Customer deposits 150,000 (189,904)
----------- -----------
Net cash used in operating activities: (2,558,433) (104,344)
Cash flows from investing activities:
Capital expenditures (15,512) --
Intangible expenditures (22,793) --
Proceeds from equipment sale -- 1,351
----------- -----------
Net cash provided by (used in) investing activities: (38,305) 1,351
Cash flows from financing activities:
Repayment of lease obligations (4,672) --
Deferred financing costs (4,430)
Proceeds from sale of Creative Products Stock 19,200
Cash contributed to Creative Products -- (369,200)
----------- -----------
Net cash used in financing activities: (9,102) (350,000)
----------- -----------
Decrease in cash (2,605,841) (452,993)
Cash at beginning of period 3,415,569 707,847
Cash at end of period $ 809,728 $ 254,854
Non-cash investing and financing activities
Transfer of assets to Creative Products $ 151,866
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
CARING PRODUCTS INTERNATIONAL, INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE-MONTH PERIODS ENDED DECEMBER 31 1998 AND 1999
(1) PRESENTATION OF INTERIM INFORMATION
The unaudited consolidated financial statements and related notes are
presented as permitted by Form 10-QSB, and do not contain certain
information included in the Company's audited consolidated financial
statements and notes for the fiscal year ended March 31, 1999. The
information furnished reflects, in the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of the results of the interim periods presented. The results
of operations for interim periods are not necessarily indicative of the
results to be expected for the entire fiscal year ending March 31, 2000.
The accompanying unaudited consolidated financial statements and related
notes should be read in conjunction with the audited consolidated financial
statements and the Form 10-KSB of Caring Products International, Inc., and
its subsidiaries (the "Company") and notes thereto, for its fiscal year
ended March 31, 1999.
(2) LOSS PER SHARE
SFAS 128 establishes standards for computing and presenting earnings per
share ("EPS") and applies to entities with publicly held common stock or
potential common stock. In accordance with SFAS No. 128, the computation of
diluted EPS shall not assume conversion, exercise, or contingent issuance
of securities that would have an antidilutive effect on earnings per share.
SFAS No. 128 also states that although including those potential common
shares in the other diluted per-share computations may be dilutive to their
comparable basic per-share amounts, no potential common shares shall be
included in the computation of any diluted per-share amount when a loss
from continuing operations exists, even if the entity reports net income.
Due to the net loss position of the Company, only the net loss per common
share is presented on the face of the unaudited consolidated statements of
operations for the three and nine-month Periods ended December 31, 1998 and
1999.
(3) INTANGIBLE ASSETS
Intangible assets, representing technology purchased and cost of patents,
copyrights, trademarks and other intellectual property, are stated at cost.
On June 30, 1999 the Company transferred approximately $170,000 of
intellectual property associated with its children's products to Creative
Products International, Inc., a wholly owned subsidiary of the Company. On
December 23, 1999, Creative Products International was spun off to the
shareholders. See Note 7.
(4) OFFICE CLOSURE
The Company wrote down $84,176 of furniture, fixtures and office and
computer equipment on June 30, 1999 pursuant to the closure of the
Company's headquarter marketing and administration office. The Company's
facility lease ended on June 30, 1999 without penalty to the Company. The
Company has not entered into any new facility lease.
(5) GOING CONCERN
The Company incurred a net loss of $591,717 during the first nine months of
Fiscal 2000 and a net loss for the fiscal year ended March 31, 1999 of
$4,258,727. The Company's ability to continue as a going concern is
contingent upon its ability to maintain positive cash flow from operating
and financing activities. The Company continues to review all of its
strategic options.
<PAGE>
(6) RESTRICTED COMMON STOCK
On February 1, 1999 the Company approved the 1999 Restricted Stock Plan
which provides for the issuance of up to 275,000 shares of the Company's
common stock under certain conditions to the Company's management. On June
30, 1999, the Company issued a total of 275,000 share certificates to
several employees including 130,000 to an executive and director of the
Company. The Company recorded compensation expense during the Period ending
June 30, 1999 of $55,000.
(7) OTHER
The Company spun-off of Creative Products International, Inc. to
shareholders of record on December 23, 1999. Shareholders of record on June
30, 1999 received 1/2 share of Creative Products International, Inc. for
each share of Caring Products International, Inc. common stock owned on the
record date. On March 25, 1999 and September 27, 1999, the Company
transferred $50,000 and $300,000 respectively into Creative Products
International, Inc. On June 30, 1999, the Company transferred various
copyrights, trademarks, and other intellectual property to Creative
Products International Inc. The spin-off distribution reduced shareholder's
equity by $501,866, which represents the book value of the net assets of
Creative Products International, Inc, as of December 23, 1999.
(8) CONTINGENCIES
The Company is subject to various claims and contingencies related to
lawsuits, taxes and other matters arising in the normal course of business.
Management believes the ultimate liability, if any, arising from such
claims or contingencies is not likely to have a material adverse effect on
the Company's results of operations or financial condition.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
The following analysis of the results of operations and financial condition of
the Company should be read in conjunction with the consolidated financial
statements, including the notes thereto, of the Company contained elsewhere in
this Form 10-QSB.
OVERVIEW
Caring Products International, Inc. and its subsidiaries (collectively the
"Company" or "CPI") has designed a line of proprietary urinary incontinence pant
and liner products which have been sold under the REJOICE trade name. These
products provide a practical, convenient solution to the special needs of
incontinent adults. The Company has subcontracted the manufacture of its pant
and liner products on a non-contractual basis, as well as the conversion,
storage and delivery (fulfillment) services necessary to deliver products to
customers. Historically, the Company's customer base has been retail drug
stores, home healthcare companies, surgical supply stores and national drug
wholesale companies. The Company has also dedicated resources to the development
of a family of other products in markets in which the Company's two-piece, pant
and liner concept may be applicable as well as other promotional service
opportunities which may be commercialized on the internet in the future. In
early 1999, the Company transferred the intellectual property associated with
these business lines into a newly formed company, Creative Products
International, Inc. On December 23, 1999, the Company spun off Creative Products
International Inc. to shareholders. The Company revised its strategic options
with regard to its adult incontinence product line.
RESULTS OF OPERATIONS
Revenues decreased from $277,462 for the three-month Period ended December 31,
1998 (the "1998 Period") to $111,471 for the three-month Period ended December
31, 1999 (the "1999 Period"), a 60 % decrease. Quarter to quarter, the Company's
sales have historically fluctuated based on store promotions and chain buying
patterns. The Company also experienced a reduction in chain re-orders due to
significant cost-cutting reduction in advertising and promotion activities to
support chains and consumer product awareness. The Company has also reduced
pricing of certain product styles which have greater inventory representation
than other product styles.
Cost of sales decreased from $365,292 for the three-month Period to $57,790 for
the comparable 1999 Period, an 84% decrease. This decrease is primarily
attributable to reduction in sales and sale of certain inventory which had been
written down during the prior fiscal year.
For the three-month Period ended 1998, the Company generated a negative gross
profit of $87,830. The Company reported a gross profit of $53,681 in the 1999
Period, representing a gross profit margin of 48%. Improvement in the Company's
gross profit margins reflects sales of lower priced inventory written down in
prior periods. Gross profit margins may fluctuate in the future depending on
changes in mix of products sold, the mix of sales distribution channels and
other factors such as the sale of inventory with lower gross profit margins or
other reductions in inventory valuation which may be required depending on the
status of the Company's future operations.
Revenues decreased from $1,222,004 for the nine-month Period ended December 30,
1998 (the "1998 Period") to $395,587 for the comparable nine-month Period ended
December 31, a 68% decrease. Quarter to quarter, the Company's sales have
historically fluctuated based on the introduction of a new chain store, whereby
sales are higher in order to adequately stock a chain's shelf and warehouse
requirements. The Company also experienced a reduction in chain re-orders due to
significant cost-cutting reduction in advertising and promotion activities
during the 1999 Period. Revenues are expected to continue to decline for the
Company's adult incontinence product line reflecting continued reduction in
marketing activities and potential for per product backorder due to reduced
inventory available to fulfill customer orders.
Cost of sales decreased from $930,756 for the nine-month Period ended 1998 to
$174,017 for the 1999 Period, an 81% decrease. This decrease is primarily
attributable to reduction in product sales and sale of certain inventory which
had been written down during the prior fiscal year.
<PAGE>
Gross profit for the 1998 Period was $291,248 and $221,570 in the 1999 Period, a
24% decrease. Gross profit margins on sales improved in the 1998 Period to 56%
in the 1999 Period. Gross profit margins may fluctuate in the future depending
on changes in mix of products sold, the mix of sales distribution channels and
other factors such as the sale of inventory with lower gross profit margins or
other reductions in inventory valuation which may be required depending on the
status of the Company's future operations.
OPERATING EXPENSES
Total operating expenses decreased in the three-month 1999 Period to $282,591
from $715,790 in the 1998 Period, a 61% decrease. Sales and marketing costs
decreased in the three-month 1999 Period to $81,614 from $323,078 in the 1998
Period, a 75% decrease. The reduction in sales expenses was attributable to the
end of paid advertising and most in-store promotional activities in 1999. During
the nine-month 1998 Period, the Company implemented a promotional program to
urologists which included a free pant sample and store coupons to help promote
the Rejoice brand in large retail stores. The Company did not gain any new large
chain customers in the 1999 Period nor incur per-store listing fees and set up
costs
Depreciation and amortization expense decreased from $17,170 in the 1998 Period
to $8,761 in the 1999 Period, a 49% decrease reflecting reduction in fixed
assets. General and administrative costs decreased from $375,542 in the 1998
Period to $192,216 in the 1999 Period, a 49% decrease. During the nine-month
Period ended 1999, the Company closed its headquarters administrative and
marketing offices and reduced certain operating staff. The Company recorded a
loss on sale of assets of $84,176 associated with the sale or disposal of
certain office furniture, computers, office equipment and other equipment
associated with the closure of the Company's headquarter offices. The Company
also disposed of approximately $53,000 of inventory not packaged for standard
healthcare or retail distribution. The Company facility lease ended on June 30,
1999 without financial penalty. The Company also recorded $55,000 in
compensation expense associated with the issuance of 275,000 of restricted
shares to various employees of the Company on June 30, 1999. During the
three-month Period ended 1999, the Company incurred an increase in legal and
accounting costs associated with the spin-off of Creative Products International
to shareholders.
The Company generated $10,595 in interest income during the three-month 1998
Period and $295 in interest income during the three-month 1999 Period, a 97%
decrease. This decrease is attributable to the Company's lower cash balances
held at various financial institutions. During the three-month and nine-month
1999 Period, the Company generated other income through the sale of goods and
collection of receivables written off in prior periods. The Company also
negotiated discounts to certain trade accounts payable.
As a result of the foregoing, the Company generated net loss of $252,539for the
three-month 1999 Period as compared to a net loss of $846,690 for the 1998
Period. The Company's net loss per share was $.08 in the 1999 Period as compared
to a net loss of $.30 in the 1998 Period. For the nine-month Period ended 1998,
the Company reported a net loss of $2,375,140 as compared to a net loss of
$591,717. For the nine-month Period ended 1998, the Company reported a net loss
per share of $.85 as compared to a net loss per share of $.19 per share.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically financed its operations through public and private
placement of its equity securities, debt and product sales. Given the increasing
marketing and advertising costs associated with maintaining distribution for its
incontinence products at large retail drug chain stores, increased competition
and executive management changes, in early 1999 the Company announced its intent
to evaluate all of its strategic options including seeking licenses for the
Company's products, spin-off of certain assets and dissimilar business lines to
shareholders, potential merger or acquisition candidates or obtaining new
sources or equity in addition to cost cutting measures.
There is no assurance that any of these measures will improve the Company's cash
flow, reduce the Company's losses or increase the sales and/or distribution for
the Company's products without increased expense to the Company. As the
Company's inventory continues to decline, the Company will evaluate
consolidation of its warehouse locations and other reductions to its operating
activities.
<PAGE>
The Company transferred $50,000 and $300,000 to Creative Products International,
Inc. on March 25, 1999 and September 27, 1999, respectively. As of December 31,
1999, the Company's principal sources of liquidity included cash of $254,854,
net accounts receivable of $22,227 and inventories of $209,137. The Company's
operating activities used cash of approximately $104,344 during the 1999 Period.
The Company anticipates that the levels of inventories and accounts receivable
will vary commensurate with the Company's sales. The Company is currently not
adding to its inventory through new production.
With the completion of the spin-off of Creative Products International, Inc. to
shareholders of record, the Company's cash and intangible assets were
significantly reduced.
On October 5, 1995, the Registrant issued an aggregate 10,000,000 Special
Warrants. On May 5, 1998, the Company reduced the exercise price of the Special
Warrants to $1.875 per share (representing the closing price per share of the
common stock on that date). In addition, the Company canceled and reissued all
options outstanding under the 1993 and 1996 Stock Incentive Plans and reduced
the exercise price to $1.875 per share (representing the closing price per share
of the common stock on that date).
In April 1997, Bradstone Equity Partners Inc. ("Bradstone") guaranteed a Cdn
$1.75 million credit facility for the Company from the Toronto Dominion Bank. In
July 1997, the guarantee was increased by $1.25 million to an aggregate of
approximately $3 million. The loans were to be repaid by the Company out of the
net proceeds of a proposed public offering. 31,667 warrants issued pursuant to
the guarantee of the bank line of credit were reduced to $1.875 and expired on
May 8, 1999.
On December 15 1997, the Company completed a public offering of 1,750,000 units
at $5 per unit. Each unit consisted of one share of the Company's common stock
and a five-year warrant to purchase one additional share at a price equivalent
to 150% of the unit price. Proceeds from this public offering were $6,823,972,
net of offering costs. Pursuant to the Underwriter's agreement, the exercise
price of the warrants was reduced at the end of Fiscal 1999 to $6.
On June 30, 1999 the Company issued 275,000 of restricted stock to certain
employees.
FORWARD-LOOKING STATEMENTS
This Form 10-QSB and other reports and statements filed by the Company from time
to time with the Securities and Exchange Commission (collectively, the
"Filings") contain or may contain forward-looking statements and information
that are based upon beliefs of, and information currently available to, the
Company's management, as well as estimates and assumptions made by the Company's
management.
When used in the Filings, the words "anticipate," "believe," "estimate,"
"expect," "future," "intend," "plan," and similar expressions, as they relate to
the Company or the Company's management, identify forward-looking statements.
Such statements reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties and assumptions relating to the
Company's operations and results of operations, competitive factors and pricing
pressures, shifts in market demand, the performance and needs of the industries
which constitute the customers of the Company, the costs of product development
and other risks and uncertainties, in addition to any uncertainties with respect
to management of growth, increases in sales, the competitive environment, hiring
and retention of employees, pricing, new product introductions, product
productivity, distribution channels, enforcement of intellectual property
rights, possible volatility of stock price and general industry growth and
economic conditions. Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual
results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
<PAGE>
PART II
OTHER INFORMATION
Item 1 Legal Proceedings.
None.
Item 2 Changes in Securities.
On June 30, 1999 the Company issued 275,000 shares of restricted
common shares to certain employees of the Company. On October 4,
1999, Creative Products International, Inc. issued 384,000 shares
of common stock to an executive and director of the Company.
Item 3 Defaults Upon Senior Securities.
None.
Item 4 Submission of Matters to a Vote of Security Holders
None.
Item 5 Other Information.
None.
Item 6 Exhibits
27.1 -- Financial Data Schedule
SIGNATURES
In accordance with 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, hereunto duly authorized.
CARING PRODUCTS INTERNATIONAL, INC.
(Registrant)
Date: February 10, 2000 By: /s/ Susan A. Schreter
---------------------
President
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FORM
10-QSB FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 254,854
<SECURITIES> 0
<RECEIVABLES> 22,227
<ALLOWANCES> 335,778
<INVENTORY> 209,137
<CURRENT-ASSETS> 495,752
<PP&E> 30,174
<DEPRECIATION> 8,761
<TOTAL-ASSETS> 533,853
<CURRENT-LIABILITIES> 205,507
<BONDS> 0
0
0
<COMMON> 30,564
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 111,471
<TOTAL-REVENUES> 111,471
<CGS> 57,790
<TOTAL-COSTS> 282,591
<OTHER-EXPENSES> 23,629
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (252,539)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (252,539)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
