<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 May 31, 1997
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from __________ to __________
Commission File Number 0-21279
THERMACELL TECHNOLOGIES, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
FLORIDA 59-3223708
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5419 Provost Dr., Holiday, FL 34690
(Address of Principal Executive Offices)
(813) 938-3269
(Issuer's Telephone Number)
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 a
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
--- ---
The number of shares outstanding of the Issuer's Common Stock, $.0001 Par
Value, as of July 1, 1997 was 2,859,551.
Transitional Small Business Disclosure Format:
Yes No X
--- ---
<PAGE>
THERMACELL TECHNOLOGIES, INC.
Index
Page
Part I - Financial Information ------
- ------------------------------
Item 1. Financial Statements
Balance Sheets -
November 30, 1996 and May 31, 1997........................... 1 - 2
Statements of Loss -
Three months ended and six months ended May 31, 1996 and 1997. 3
Statements of Changes in Stockholders' Equity -
Three months ended and six months ended May 31, 1997.......... 4
Statements of Cash Flows -
Six months ended May 31, 1996 and 1997........................ 5
Notes to financial statements................................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...................... 7 - 11
Part II - Other Information
- ---------------------------
Item 1. Legal Proceedings............................................. 11
Item 5. Other Information............................................. 11
Item 6. Exhibits and Reports on Form 8-K.............................. 11
Signatures.................................................... 11
Exhibit 11............................................................ 12
i
<PAGE>
THERMACELL TECHNOLOGIES, INC.
BALANCE SHEETS
ASSETS
May 31, November 30,
1997 1996
------------ -----------
(Unaudited)
CURRENT ASSETS
Cash $ 2,255,615 $ 3,512
Notes receivable 75,000 213,750
Accounts receivable
Trade,net of allowance for uncollectible accounts
of $8,443 for 1997 and $21,000 for 1996 136,948 64,006
Officers 684,154 4,637
Other 13,640 6,000
------------ -----------
834,742 74,643
------------ -----------
Inventories 129,441 150,872
Prepaid expenses and other 12,484 14,018
------------ -----------
TOTAL CURRENT ASSETS 3,307,282 456,795
------------ -----------
PROPERTY AND EQUIPMENT 335,253 322,979
Less: accumulated depreciation (64,544) (41,060)
------------ -----------
270,709 281,919
------------ -----------
OTHER ASSETS
Restricted cash 15,000
Deferred offering costs 297,648
Deferred income tax benefit, net 447,751 337,350
Goodwill and other intangibles, net 160,540 148,561
------------ -----------
608,291 798,559
------------ -----------
$ 4,186,282 $ 1,537,273
============ ===========
See notes to financial statements.
1
<PAGE>
THERMACELL TECHNOLOGIES, INC.
BALANCE SHEETS(CONTINUED)
LIABILITIES AND STOCKHOLDERS' EQUITY
May 31, November 30,
1997 1996
------------ -----------
(Unaudited)
CURRENT LIABILITIES
Notes payable
Bridge financing $ - $1,898,500
Stockholders 135,000 135,000
Other 121,123 24,323
------------ -----------
256,123 2,057,823
Accounts payable and accrued expenses
Trade accounts 57,082 444,537
Accrued payroll and payroll taxes 223,281 175,696
Accrued interest and other 60,000 223,156
------------ -----------
TOTAL CURRENT LIABILITIES 596,486 2,901,212
------------ -----------
STOCKHOLDERS' EQUITY
Preferred stock, par value $.0001
5,000,000 shares, authorized, issued
and outstanding, 1997 and 1996 500 500
Common stock, par value $.0001
Authorized 20,000,000 shares,
outstanding 2,859,551 and 869,899 shares,
1997 and 1996, respectively 286 87
Additional paid-in capital 5,613,242 184,314
Accumulated deficit (2,024,232) (1,548,840)
------------ -----------
TOTAL STOCKHOLDERS'EQUITY 3,589,796 (1,363,939)
------------ -----------
$ 4,186,282 $ 1,537,273
============ ===========
See notes to financial statements.
2
<PAGE>
THERMACELL TECHNOLOGIES, INC.
STATEMENTS OF LOSS
(UNAUDITED)
Three Months Ended Six Months Ended
May 31, May 31,
----------------- -----------------
1997 1996 1997 1996
-------- -------- -------- --------
REVENUE
Sales $ 199,418 $ 138,700 $ 414,943 $ 250,889
LESS: COST OF SALES 103,255 98,506 209,522 160,175
-------- -------- -------- --------
GROSS PROFIT 96,163 40,194 205,421 90,714
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 350,876 264,829 616,910 473,062
-------- -------- -------- --------
LOSS FROM OPERATIONS (254,713) (224,635) (411,489)(382,348)
-------- -------- -------- --------
OTHER INCOME AND EXPENSE
Commissions (5,075) (35,000) (5,075)
Interest income 22,262 686 22,262 686
Interest expense (128,148) (87,899) (161,566) (87,899)
Other (3,500) (3,500)
-------- -------- -------- --------
TOTAL OTHER INCOME AND
EXPENSE (105,886) (95,788) (174,304) (95,788)
-------- -------- -------- --------
LOSS BEFORE INCOME
TAXES (360,599) (320,423) (585,793)(478,136)
INCOME TAXES
Deferred income tax benefit 72,120 66,557 110,402 98,100
-------- -------- -------- --------
NET LOSS $(288,479)$(253,866) $(475,391)$(380,036)
========= ========= ========= =========
Loss per common share $ (0.12) $ (0.34) $ (0.29)$ (0.53)
========= ========= ========= =========
Weighted average number of
common shares outstanding 2,439,515 742,190 1,654,706 711,872
========== ======== ========= ========
See notes to financial statements.
3
<PAGE>
THERMACELL TECHNOLOGIES, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
COMMON STOCK PREFERRED STOCK
-------------------- -------------------- ADDITIONAL
NUMBER OF NUMBER OF PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT TOTAL
---------- -------- ---------- -------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance November 30, 1996 869,899 $87 5,000,000 $500 $184,314 $(1,548,840) $(1,363,939)
Net loss for the three months ended
February 28, 1997 - - - - - (186,912) (186,912)
---------- -------- ---------- -------- ---------- ----------- -----------
Balance February 28, 1997 869,899 $87 5,000,000 $500 $184,314 $(1,735,752) $(1,550,851)
Stock Issued - public offering 1,989,652 $199 $5,428,928 $5,429,127
Net loss for the three months ended
May 31, 1997 - - - - - (288,479) (288,479)
---------- -------- ---------- -------- ---------- ----------- -----------
Balance May 31, 1997 2,859,551 $286 5,000,000 $500 $5,613,242 $(2,024,231) $3,589,797
========== ======== ========== ======== ========== =========== ===========
</TABLE>
See notes to financial statements.
4
<PAGE>
THERMACELL TECHNOLOGIES, INC
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
For the Six Months Ended
-----------------------------
May 31, May 31,
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Reconciliation of net loss to net cash
used in operating activities
Net loss $ (475,391) $ (380,036)
Adjustments to reconcile net loss to net
cash provided by operating activities
Depreciation 23,484 11,507
Amortization 31,130 16,069
(Increase) in accounts receivable (80,582) (57,019)
(Increase) decrease in inventories 21,431 (56,306)
Decrease in prepaid expenses and other 1,534 1,615
Increase in deferred income tax benefit (110,401) (98,100)
(Decrease) in other assets (43,109) (60,009)
Increase (decrease) in accounts payable (387,455) 45,603
Increase (decrease) in accrued expenses (115,571) 47,123
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (1,134,930) (529,553)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Collections on note receivable 138,750 -
Capital expenditures (12,274) (109,784)
Issuance of notes receivable and advances (100,000)
(679,517)
------------ ------------
NET CASH USED IN INVESTING ACTIVITIES (553,041) (209,784)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock 5,613,027 -
Proceeds from issuance of notes payable 250,000 926,503
Principal payments on notes payable (1,948,500) (107,505)
Costs associated with obtaining financing 25,547 (155,630)
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,940,074 663,368
------------ ------------
NET INCREASE (DECREASE) IN CASH 2,252,103 (75,969)
CASH BEGINNING 3,512 90,773
------------ ------------
CASH ENDING $ 2,255,615 $ 14,804
============ ============
</TABLE>
See notes to financial statements.
5
<PAGE>
THERMACELL TECHNOLOGIES, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements, which are for interim periods,
do not include all disclosures provided in the annual financial statements.
These unaudited financial statements should be read in conjunction with the
financial statements and the footnotes thereto contained in Form 10-KSB for the
year ended November 30, 1996 of ThermaCell Technologies, Inc. (the "Company"),
as filed with the Securities and Exchange Commission.
In the opinion of the Company, the accompanying unaudited financial statements
contain all adjustments (which are of a normal and recurring nature) necessary
for a fair presentation of the financial statements. The results of operations
for the three month and six month periods ended May 31, 1997 and May 31, 1996
are not necessarily indicative of the results to be expected for the full year.
NOTE 2 - PER SHARE CALCULATIONS
Per share data was computed by dividing net loss by the weighted average number
of shares outstanding during the respective periods. On August 12, 1996, the
Company announced a ten (10) for one (1) reverse common stock split. Retroactive
effect was given to the outstanding stock.
NOTE 3 - SUBSEQUENT EVENTS
The Company successfully completed an Initial Public Offering (Offering) which
was filed with the Securities and Exchange Commission March 12, 1997. Proceeds
to the Company as a result of the Offering are approximately $4.8 million.
On February 7, 1997, the Company closed the corporate office and the retail
outlet that had opened in the first quarter of 1996. The Company may have a
contingent liability for leases of these premises up to a maximum amount of
$67,500. Management anticipates these actions will represent substantial savings
to the Company in the form of reduced operating costs.
On January 13, 1997, a non-binding letter of intent was received from Ecological
Technologies, Inc. proposing to negotiate an exclusive distribution agreement
for the Company's products in Japan. Consummation of the agreement is subject to
a number of conditions including test results in Japan confirming product
performance and agreement by the Company to secure patents in Japan for the
technology.
On May 2, 1997, the Company was named in a civil action alleging that it reached
a marketing agreement containing confidentiality and non-disclosure provisions
relating to technologies allegedly developed by the plaintiff. The Company
intends to vigorously defend itself in this matter and believes it has numerous
meritorious defenses.
6
<PAGE>
THERMACELL TECHNOLOGIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Form 10-QSB contains forward looking information and statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Actual results could differ materially from
those projected in the forward looking statements contained in this Form 10-QSB.
GENERAL
The Company was incorporated in Florida in August, 1993, for the purpose of
developing, manufacturing and marketing insulating materials and coatings using
partially evacuated glass microspheres ("shells"). The Company's technology
utilizes the insertion of the shells in various materials and products that
improve the thermal resistive characteristics of such products.
The Company's business strategy is to (i) expand the marketing and distribution
of ThermaCool(TM) paints and coatings, (ii) develop and manufacture the
Company's own shells and (iii) expand the shell technology to other products,
such as drywall, gypsum board, home siding materials, and space foam insulation,
among others.
On November 30, 1995, the Company acquired the assets of C.F. Darling Paint &
Chemicals, Inc., a paint manufacturing company, located in Holiday, Florida. The
Company acquired these assets so that it would have a facility to produce and
develop paints and coatings for its ThermaCool(TM) product line.
On March 19, 1997, the Company completed a public offering for 1,375,000 Units,
each Unit consisting of one share of Common Stock, $.0001 par value, and one
Series A Redeemable Common Stock Purchase Warrant, at a price of $4.00 per Unit.
In addition, the underwriter exercised its over-allotment purchase option and
purchased 206,250 additional Units at the initial per Unit public offering price
less the underwriting discounts and commission.
The Company has sustained significant operating losses since its inception.
Management's strategy of expanding the ThermaCool(TM) product line, developing a
commercially viable manufacturing process for shells and expansion into new
markets for its shell technology may result in the Company incurring additional
losses due to the cost associated with these strategies. The Company expects to
incur losses until it is able to increase its sales, expand its product line and
increase its distribution capabilities to a sufficient revenue level to offset
ongoing operating and expansion costs.
7
<PAGE>
THERMACELL TECHNOLOGIES, INC.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MAY 31, 1997 COMPARED TO THREE MONTHS ENDED MAY 31, 1996
Total revenue for the three months ended May 31, 1997 was $199,418 compared to
$138,700 for the same period of 1996, which represents an increase of $60,718,
or 44%. The increase was a result of expanded sales of paint products and
coatings produced by the Company's paint manufacturing facility. The increased
sales were a direct result of increased marketing efforts and production
capabilities.
Gross profit margins were 48% and 29%, respectively, for the three month period
ending May 31, 1997 as compared to the prior period ending May 31, 1996. This
increase was the result of a change in mix of paint and coatings products sold
with the higher margined products contributing more significantly during the
quarter and the Company buying raw materials at better pricing.
For the three months ended May 31, 1997, total selling, general and
administrative expenses were $350,876, as compared to $264,829 for the same
period of the previous year, an increase of approximately $ 86,047, or 33%. This
increase was due to higher expenses incurred by the company in marketing,
staffing and other expenses associated with the Company's operations. In
addition, severance compensation equivalent to $55,000, or one year salary for a
former officer of the Company was expensed during this period. The expansion of
the Company's business operations combined with higher level of marketing
efforts has resulted because of the funding received from the recent
underwriting. These efforts will allow the Company to significantly grow its
business over the next twelve months.
The Company continued to experience a loss from operations of $254,713 for the
period ending May 31, 1997 as compared to a loss of $224,635 for the same prior
year period. Although the gross profit for the current period was $ 96,163, its
higher contribution was offset by a higher level of S, G & A expense incurred
during this three month period. Management anticipates that increasing levels of
sales will eventually result in an improvement in operating performance during
the balance of the fiscal year.
Based upon management's current estimates of future taxable income, management
has determined that a valuation allowance of fifty percent (50%) is appropriate
during the current period ending May 31, 1997 to represent that portion of
deferred taxes that may be realized in the future.
The net loss, after income taxes benefit, and net loss per share were $288,479
and $.12 per share respectively, for the three months ended May 31, 1997 as
compared to a net loss and net loss per share of $253,866 and $.34 respectively,
for the same period in 1996. Included in the loss for 1997 is $128,148 of
interest expense for outstanding loans of the Company during the quarter ending
May 31, 1997. Interest expense for the prior year's quarter was $87,899.
Although the loss for the period increased, the earnings per share declined due
to the greater number of shares outstanding for the period just ended because of
the shares issued in the Company's recent successful underwriting.
8
<PAGE>
THERMACELL TECHNOLOGIES, INC.
The Company plans to aggressively market its paint and coatings products as a
result of the recent closing of its successful public offering. A focus of its
strategy will be on its effort to expand within the Sunbelt Region of the United
States. In addition to this marketing effort, the Company plans to expand its
manufacturing facility which will enable it to increase production, and thereby
support a significantly higher level of sales of its proprietary products.
Management is optimistic about the benefits of its near-term marketing programs.
The Company anticipates improved raw material purchasing economies as well as
cost reductions in its manufacturing processes during Fiscal Year 1997. The
Company also anticipates some improvement in its gross profit margins during
fiscal year 1997. Results of operations for the first three months of the 1997
fiscal year reflect the impact of the expenses incurred by the Company in
positioning itself for full-scale production that is expected to occur during
fiscal year 1997. The completion of its Initial Public Offering ("IPO") within
the second quarter of the 1997 fiscal year provides the Company with sufficient
capital to meet its working capital needs and provides funds for the expansion
of its operations for at least the next twelve months.
SIX MONTHS ENDED MAY 31, 1997 COMPARED TO SIX MONTHS ENDED MAY 31, 1996
Total revenue for the six months ended May 31, 1997 was $414,943 compared to
$250,889 for the same period of 1996, which represents an increase of $164,054,
or 65%. The increase was a result of expanded sales of paint products and
coatings produced by the Company's paint manufacturing facility. The increased
sales were a direct result of increased marketing efforts and production
capabilities.
Gross profit margins were 50% and 36%, respectively, for the present period
ending May 31, 1997 as compared to the prior period ending May 31, 1996. This
increase was the result of a change in mix of paint and coatings products sold
with the higher margined products contributing more significantly during the
period.
For the six months ended May 31, 1997, total selling, general and administrative
expenses were $616,910, as compared to $473,062 for the same period of the
previous year, an increase of approximately $143,848, or 36%. This increase was
due to higher expenses incurred by the company in marketing, staffing and other
expenses associated with the Company's operations. In addition, severance
compensation equivalent to $55,000, or one year salary for a former officer of
the Company was expensed during this period. It is further anticipated that
expansion of the Company's business operations and marketing efforts have been
initiated as a result of the recent successful underwriting. This will allow the
Company to significantly grow its business over the next twelve months. The
Company continued to experience a loss from operations of $411,489 for the
period ending May 31, 1997 as compared to a loss of $382,348 for the same prior
9
<PAGE>
THERMACELL TECHNOLOGIES, INC.
year period. Although the gross profit increase for the current period was
$114,707, this higher contribution was offset by the higher level of S G & A
expense incurred during the period. Management anticipates that increasing
levels of sales will result in an improvement in its operating performance
during the balance of the fiscal year.
Based upon management's current estimates of future taxable income, management
has determined that a valuation allowance of fifty percent (50%) is appropriate
during the current period ending May 31, 1997 to represent that portion of
deferred taxes that may be realized in the future.
The net loss, after income taxes benefit, and net loss per share were $475,391
and $.29 per share respectively, for the six months ended May 31, 1997 as
compared to a net loss and net loss per share of $380,036 and $.53 respectively,
for the same period in 1996. Included in the loss for the six months ending May
31, 1997 is $161,566 of interest expense that compares to $87,899 for the same
period in 1996. During the current period there was commission charge of $35,000
related to procuring of capital for the benefit of the Company.
LIQUIDITY AND CAPITAL RESOURCES
To date, the Company has funded its operations and product development
activities with funds provided by issuing securities and from borrowings. During
the six months ending May 31, 1997, the Company raised approximately $4.8
million through its successful public offering. On March 19, 1997, the Company
completed this public offering for 1,375,000 Units, each Unit consisting of one
share of Common Stock, $.0001 par value, and one Series A Redeemable Common
Stock Purchase Warrant, at a price of $4.00 per Unit. In addition, the
underwriter exercised its over-allotment purchase option and purchased 206,250
additional Units at the initial per Unit public offering price less the
underwriting discounts and commission. The Company repaid its indebtedness with
the proceeds of this Offering or the conversion of a portion of its outstanding
notes into common stock.
The Company is not presently profitable in its business and therefore cannot
self fund its capital requirements on an operating basis. The successful
completion of the Offering during the quarter ending May 31, 1997 has provided
the Company with capital that improves its working capital position and will
provide adequate capital resources to fund its future operations. The Company
will focus its marketing efforts within the Sunbelt Region of the United States
during the remainder of fiscal 1997 to increase consumer awareness and
acceptance of both its existing and new products. In addition to this marketing
effort, the Company plans to expand its manufacturing facility that will enable
the Company to substantially increase production of its proprietary products.
Management believes the proceeds from the Offering has provided sufficient
working capital to enable the Company to sustain its operations and finance
planned expansion for the next twelve months.
10
<PAGE>
THERMACELL TECHNOLOGIES, INC.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
On May 2, 1997, the Company was served with a summons regarding a civil
action filed in the United States District Court, Eastern District of Michigan
by IA, Inc., as plaintiff, that alleges the Company, and its president, John
Pidorenko, and Monroe Parker Securities, Inc., the Company's underwriter,
breached a marketing agreement executed by Mr. Pidorenko on March 26, 1992
relating to technologies allegedly developed by IA, Inc. This agreement
contained a confidentiality and non-disclosure clause for technologies
purportedly developed by IA, Inc. The Company was not a party to that agreement.
The Company believes that it has not infringed on any patents held by IA, Inc.,
non-withstanding the validity of such patents and/or their claims. The petition
requested various court actions including a jury trial, but no specific request
for damages. The Company intends to vigorously defend itself in this action. The
Company believes it has meritorious defenses in this matter which is in a
preliminary stage and which will not be resolved until a considerable period of
time has elapsed. The Company has agreed to indemnify the Monroe Parker
Securities, Inc., its underwriter, against any claims asserted by this party.
Item 5. OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8K
No reports on Form 8K have been filed in the quarter ended May 31, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant had
duly caused the report to be signed on its behalf by the undersigned thereunto
duly authorized.
ThermaCell Technologies, Inc.
Dated : 7/14/97 /s/ Gerald Couture
------------------------------
Gerald Couture
Vice-President, Finance and CFO
11
<PAGE>
<PAGE>
EXHIBIT 11
THERMACELL TECHNOLOGIES, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
For the Three Months For the Six Months
Ended Ended
May 31, May 31,
---------------------- ----------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Shares outstanding: 2,859,551 919,013 2,859,551 919,013
Weighted average shares
outstanding 2,439,515 742,190 1,654,706 711,872
Net loss $(288,479) $(253,866) (475,391) $(380,036)
--------- --------- --------- ---------
--------- --------- --------- ---------
Net loss per share $(0.12) $(0.34) $(0.29) $(0.53)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> DEC-01-1996
<PERIOD-END> MAY-31-1997
<CASH> 2,255,615
<SECURITIES> 0
<RECEIVABLES> 136,948
<ALLOWANCES> 8,443
<INVENTORY> 129,441
<CURRENT-ASSETS> 3,307,282
<PP&E> 270,709
<DEPRECIATION> 64,544
<TOTAL-ASSETS> 4,186,282
<CURRENT-LIABILITIES> 596,486
<BONDS> 0
0
500
<COMMON> 286
<OTHER-SE> 3,589,010
<TOTAL-LIABILITY-AND-EQUITY> 4,186,282
<SALES> 414,943
<TOTAL-REVENUES> 414,943
<CGS> 209,522
<TOTAL-COSTS> 826,432
<OTHER-EXPENSES> 174,304
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 161,566
<INCOME-PRETAX> (585,793)
<INCOME-TAX> (110,402)
<INCOME-CONTINUING> (475,391)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (475,391)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> (.29)
</TABLE>
