<PAGE> 1
United States
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 March 31, 1997
[ ] Transition report under Section 13 or 15 (d) of the Exchange Act For the
transition period from to
Commission file number 001-11935
BLACK ROCK GOLF CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 84-1336891
(State or other jurisdiction of (I.R.S. Employer Identification No,)
incorporation or organization)
6786 South Revere Parkway, Ste. 150D
Englewood, Colorado 80112
(Address of principal executive office) (Zip Code)
(303) 799 - 9901
(Registrants telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed from last
report)
Check whether the issuer (1) has 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
--- ---
State the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practical date.
Common Stock, $.001 Par Value---3,150,000 shares outstanding as of April 12,
1997
<PAGE> 2
Index
Black Rock Golf Corporation
Part I. Financial Information
Item 1. Financial Statements ( Unaudited )
Condensed balance sheets---March 31, 1997 and December 31, 1996
Condensed statements of operations---Three months ended March 31, 1997
and 1996
Condensed statements of cash flows---Three months ended March 31, 1997
and 1996
Notes to condensed financial statements---March 31, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Part II. Other information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
<PAGE> 3
PART I. FINANCIAL INFORMATION
BLACK ROCK GOLF CORPORATION
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31 December 31,
1997 1996
---------------------------------
(Unaudited) (See Note Below)
<S> <C> <C>
Assets
Current Assets
Cash $ 409,739 $ 264,979
Investment in U S Treasury Bills -- 1,300,966
Security Deposits 23,825 106,825
Accounts Receivable, net 1,237,526 422,191
Inventories - Note B 1,709,175 1,844,927
Prepaid Expenses 196,106 83,475
Other Current Assets 6,877 --
----------- -----------
Total Current Assets 3,583,248 4,023,363
Property, Plant and Equipment 370,111 341,711
Less Allowances for Depreciation (80,864) (57,332)
----------- -----------
Net Property, Plant and Equipment 289,247 284,379
Other Assets 413,662 255,426
----------- -----------
Total Assets $ 4,286,157 $ 4,563,168
=========== ===========
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable $ 719,475 $ 628,644
Accrued Expenses 121,836 167,911
Warranty Reserves 89,115 83,478
Other Current Liabilities 8,134 --
----------- -----------
Total Current Liabilities 938,560 880,033
Stockholders'/Members Equity
Common stock, par value $.001 per share -
Authorized 10,000,000 shares, issued
and outstanding 3,150,000 shares as of March 31,
1997 and 3,150,000 as of December 31, 1996 3,150 3,150
Preferred stock, par value $.001 per share -
Authorized 1,000,000 shares, issued
and outstanding 0 shares as of March 31, 1997
and December 31, 1996 -- --
Paid-in capital 5,486,323 5,486,323
Retained Deficit (2,141,876) (1,806,338)
----------- -----------
Total Stockholders' Equity 3,347,597 3,683,135
----------- -----------
Total Liabilities and Stockholders' Equity $ 4,286,157 $ 4,563,168
=========== ===========
</TABLE>
Note: The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date but does not include all of the financial
information and footnotes required by generally accepted accounting principles
for complete financial statements.
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE> 4
BLACK ROCK GOLF CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------------------
1997 1996
----------- ----------
(Unaudited) (Unaudited)
<S> <C> <C>
Net sales $2,559,580 $2,292,059
Cost of sales 1,490,076 864,051
---------- ----------
Gross profit 1,069,504 1,428,008
Operating expenses:
Advertising 652,728 798,173
Marketing 70,324 84,411
Selling & administrative 668,741 352,453
Depr. and amortization 24,032 47,532
---------- ----------
Operating income (loss) (346,321) 145,439
Interest expense -- 6,310
Other income (exp), net 10,783 2,010
---------- ----------
Income (loss) before income tax (335,538) 141,139
Income tax expense (benefit) -- --
---------- ----------
Net income (loss) $ (335,538) $ 141,139
========== ==========
Weighted average shares
outstanding (Notes D & E) 3,184,286 2,064,000
========== ==========
Net income (loss) per share
(Notes D & E) $ (0.11) $ 0.07
========== ==========
PRO FORMA INFORMATION
Historical income (loss) before taxes $ (335,538) $ 141,139
Charges (benefit) in lieu of income
Tax for Limited Liability Company -- 52,645
---------- ----------
Pro forma net income (loss) $ (335,538) $ 88,494
========== ==========
Pro forma weighted average shares
outstanding after IPO
(Notes C, D & E) 3,184,286 2,064,000
========== ==========
Pro forma net income (loss) per
share (Notes C, D & E) $ (0.11) $ 0.04
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE> 5
BLACK ROCK GOLF CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended March 31,
----------------------------
1997 1996
----------------------------
<S> <C> <C>
Cash used in operations $ (969,570) $ (247,258)
Cash used in investing activities
Purchase of equipment (28,400) (98,933)
---------- ----------
Total cash used in investing activities (28,400) (98,933)
Cash provided by financing activities
Proceeds from initial public offering of common stock, net -- --
Issuance of debt instruments -- 534,919
Gross proceeds from maturities of securities 1,300,966 --
Other assets (158,236) (48,065)
---------- ----------
Total cash provided by financing activities 1,142,730 486,854
---------- ----------
Increase/(decrease) in cash and cash equivalents $ 144,760 $ 140,663
========== ==========
</TABLE>
The accompanying notes are an integral part of these condensed financial
statements.
<PAGE> 6
BLACK ROCK GOLF CORPORATION
Notes to Unaudited Condensed Financial Statements
March 31, 1997
Note A---Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X. Certain amounts from the prior quarters have been reclassified
to conform with the current quarter. 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 three-month period
ended March 31, 1997 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the Company's Registration Statement on Form SB - 2 (No. 333 - 4890 - D), as
amended, and Quarterly Reports on Form 10 - QSB for the quarters ended June 30,
1996 and September 30, 1996 and Form 10-KSB for the year ended December 31,
1996.
Note B---Inventories
The components of inventory consist of the following:
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ----------
<S> <C> <C>
Work in Process $ 897,159 $ 340,677
Finished Goods 812,016 1,504,250
---------- ----------
Total Inventory $1,709,175 $1,844,927
========== ==========
</TABLE>
<PAGE> 7
BLACK ROCK GOLF CORPORATION
Notes to Unaudited Condensed Financial Statements
Continued
Note C---Income Taxes
The Company reorganized to a C corporation (which was incorporated in the state
of Delaware) from a Colorado limited liability company effective April 1, 1996.
Prior to April 1, 1996, all of the limited liability company's earnings or
losses were passed through to its members. The Company has included in its
statements of operations, pro forma information to include charges in lieu of
income taxes as if the Company had been a C corporation for all periods
presented. This results in a pro forma charge for income taxes for the
three-month period ended March 31, 1996 of $52,645.
Note D---Earnings Per Share
A pro forma earnings per share calculation has been provided including the
common shares issued in the Company's initial public offering for all periods
presented. Pursuant to Securities and Exchange Commission Staff Accounting
Bulletins and Staff Policy, common and common equivalent shares issued during
the 12-month period prior to an initial public offering at prices below the
public offering price are presumed to have been issued in contemplation of the
initial public offering, even if anti-dilutive, and have been included in the
calculations as if these common and common equivalent shares were outstanding
for all periods presented (using the Treasury stock method). As a result, pro
forma weighted average common shares outstanding assumes the issuance of 34,286
and 64,000 shares of Common Stock underlying outstanding warrants at March 31,
1997 and 1996 respectively. See Note E---Initial Public Stock Offering.
<PAGE> 8
BLACK ROCK GOLF CORPORATION
Notes to Unaudited Condensed Financial Statements
Continued
Note E---Initial Public Stock Offering
The Company completed its initial public offering of common stock on July 19,
1996. A total of 1,000,000 shares were sold in this offering. In addition, the
underwriter exercised its option to purchase an additional 150,000 shares of
Common Stock. The unused proceeds from the initial public offering (after
repayment of outstanding debt) were invested in short term U. S. Treasury Bills
(Cash equivalents) until the funds were utilized for marketing and media,
product testing and design, inventory purchases for existing and new products
and for general corporate and working capital purposes.
Note F---FASB Statement No. 128
In February 1997, the Financial Accounting Standards Board issued statement No.
128, Earnings per Share, which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating earnings per share, the dilutive effect of stock
options will be excluded. The expected impact of Statement No. 128 on these
quarters is not expected to be material.
Note G---Subsequent Events
On March 7, 1997, the United States Golf Association ( "USGA" ) issued a ruling
that certain of the Company's 1995 and 1996 golf clubs did not conform with USGA
rules. Specifically, the USGA had ruled that certain decorative markings on the
face of the driver, 3 and 7 woods do not comply
<PAGE> 9
BLACK ROCK GOLF CORPORATION
Notes to Unaudited Condensed Financial Statements
Continued
with certain rules of the USGA governing markings on the face of the club.
Approximately 114,000 golf clubs were affected by this ruling. The ruling was
not related to the Company's signature long shafts and did not affect any of the
Company's other clubs or products. The Company appealed this ruling with the
USGA executive committee.
On April 11, 1997 the USGA executive committee ruled in the Company's favor on
its appeal of the March 7, 1997 ruling. The executive committee of the USGA
decided that the USGA's interpretation of the decorative markings rule "has been
overly restrictive" and the Company's drivers and fairway woods now conform with
the Rules of Golf. The Company's extra length shaft iron sets and its Stinger 3
wedge system have been submitted to the USGA for a determination of their
conformity with the USGA rules governing markings on the face of clubs. The
Company believes these clubs conform with USGA standards.
On April 15, 1997 the Company secured an $800,000 two year revolving line of
credit with a bank secured by substantially all of its assets. The agreement
includes certain financial covenants and a lock box feature which allows for all
funds deposited to the Company's account first be used to pay down the
outstanding principal and interest on this facility.
<PAGE> 10
Management's Discussion and Analysis of Financial Condition and Results of
Operations
In addition to historical information, this discussion and analysis contains
forward-looking statements that are subject to risks and uncertainties that
could cause actual results to differ materially from those anticipated,
including but not limited to, (i) delays in the delivery of the Company's
products, (ii) infomercials and other marketing channels producing worse than
anticipated sales, and (iii) the risks and uncertainties described in reports
and other documents filed by the Company with the Securities and Exchange
Commission, including the Prospectus dated July 19, 1996 and the Company's
Registration Statement on Form SB - 2 (No. 333 - 4890 - D).
Results of Operations
Revenues and expenses during the three-month period ended March 31, 1997 were
greater than revenues and expenses during the three-month period ended March 31,
1996 because during the three-month period ended March 31, 1997 the Company had
significantly more employees, more established marketing methods and
distribution channels, its infrastructure and management team in place, close
out sales for the Company's 1996 product line, and the introduction of new and
innovative 1997 model golf clubs, all of which in turn, generated greater sales.
The marketing channels tracked are ProShop Direct including close out sales,
Consumer and International. ProShop Direct consists of green grass golf club pro
shops and major golf retail outlets, including catalog sales. Consumer sales
consist of infomercial sales, outbound telemarketing sales, golf magazine sales,
direct mail sales and customer service sales, all of which are sold directly to
the individual consumer.
<PAGE> 11
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations (continued)
Three-month period ended March 31, 1997 compared with the three-month
period ended March 31, 1996
Net revenues increased $267,521, or 12%, from $2,292,059 during the three-month
period ended March 31, 1996 to $2,559,580 during the three-month period ended
March 31, 1997. For the three-month period ended March 31, 1997, sales of
$1,109,886 resulted from the Company's close out of its 1996 model clubs at
substantially reduced wholesale prices. There were no close out sales for the
three-month period ended March 31, 1996 since the Company's club design remained
unchanged during 1995 and 1996. In addition, for the three-month period ended
March 31, 1997, infomercial sales per dollar of media costs was lower than that
experienced in the three-month period ended March 31, 1996. 1997 model club
sales generated from ProShop Direct participants decreased $582,101, or 60%,
from $973,761 for the three-month period ended March 31, 1996 to $391,660 for
the three-month period ended March 31, 1997. Consumer sales decreased $259,746,
or 21%, from $1,249,368 for the three-month period ended March 31, 1996 to
$989,622 for the three-month period ended March 31, 1997. International sales
decreased $518, or 1%, from $68,930 for the three-month period ended March 31,
1996 to $68,412 for the three-month period ended March 31, 1997. The USGA ruling
has also negatively impacted April 1997 sales results. Sales for the three-month
period ended March 31, 1997 were negatively impacted by the USGA ruling on March
7, 1997 that certain of the Company's 1995, 1996 and 1997 golf clubs, its
drivers, 3 and 7 woods, did not comply with USGA rules governing certain
markings on the face of the club. On April 11, 1997 the USGA executive committee
ruled in the Company's favor on its appeal of the March 7, 1997 ruling. The
selling season for golf clubs begins in mid to late February of each year and as
a result of the USGA March 7, 1997 ruling the Company experienced resistance on
the part of the ProShop Direct participants to purchase non- conforming clubs,
even though the Company assured them the Company's 1997 model clubs were in
conformance with the USGA rules. Prior to learning of the USGA decision on the
Company's appeal, the
<PAGE> 12
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations (continued)
Company decided to modify the markings on the club face of its 1997 model golf
clubs. The resultant shortage of 1997 model club inventory available for
immediate sale, generated back orders of $289,483 and $0 at March 31, 1997 and
1996 respectively.
Cost of goods sold increased $626,025, or 72%, from $864,051 for the three-month
period ended March 31, 1996 to $1,490,076 for the three-month period ended March
31, 1997. For the three-month period ended March 31, 1997, cost of goods sold in
the amount of $980,310 resulted from the Company's close out of its 1996 model
clubs. Cost of goods sold for the Company's 1997 model club sales decreased in
line with the decrease in club sales.
The gross margin (gross profit divided by net sales) for the three-month period
ended March 31, 1997 was 42% compared to 62% for the three-month period ended
March 31, 1996. The decrease in the gross profit margin was a direct result of
the Company's close out sales of its 1996 model clubs. Excluding the 1996 model
closeout sales, the gross margin would have been 65%.
Advertising expenses decreased $145,445, or 18%, from $798,173 for the
three-month period ended March 31, 1996 to $652,728 for the three-month period
ended March 31, 1997. The Company reduced substantially its infomercial air time
for the three-month period ended March 31, 1997 as a result of its new titanium
driver infomercial not airing until mid February 1997. The Company discontinued
air time for its 1996 driver infomercial in mid December 1996 due to direct
sales from this infomercial not meeting expectations. Infomercial air time
decreased $223,990, or 35%, from $634,154 for the three-month period ended March
31, 1996 to $410,164 for the three-month period ended March 31, 1997.
Amortization of the titanium infomercial production costs amounted to an
increase of $46,687 since production costs were deferred in the amount of
approximately $307,000 and are being amortized over the future benefits
periods, dubbing and shipping costs increased $13,169 as a result
<PAGE> 13
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations (continued)
of the new infomercial and magazine advertising (including productive and
creative expenses) increased $46,822 for the three-month period ended March 31,
1997 over the three-month period ended March 31, 1996. Inbound telemarketing
costs, order taking for infomercial telecasts, decreased $35,320 due to the
reduced sales generated by infomercials for the three-month period ended March
31, 1997 compared to the three-month period ended March 31, 1996.
Marketing expenses decreased $14,087, or 17%, from $84,411 for the three-month
period ended March 31, 1996 to $70,324 for the three-month period ended March
31, 1997. The decrease in marketing expenses primarily are the result of the
Company's reduced reliance on an outside advertising agency and its related
expenses in developing the Company's marketing programs.
Selling, general and administrative expenses increased $316,288, or 90%, from
$352,453 for the three-month period ended March 31, 1996 to $668,741 for the
three-month period ended March 31, 1997. The increase in selling and
administrative expenses is the result of an increase in the number of employees,
additional space requirements for these employees, additional space for the
assembly of golf clubs and other costs associated with selling and
administration such as telephone and office supplies. The Company has increased
its number of employees from 18 full time and 10 part time employees at March
31, 1996 to 29 full time and 6 part time employees as of March 31, 1997. Payroll
costs and associated payroll taxes and employee benefits has increased $187,094,
professional fees for legal and accounting has increased $30,070, rent has
increased by $45,122, costs associated with a publicly traded company has
increased $27,933 and a one time relocation expense increase of $38,239 has
contributed to the expense increase for the three-month period ended March 31,
1997 as compared to the three-month period ended March 31, 1996.
<PAGE> 14
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations (continued)
Income tax expense for the three-month period ended March 31, 1996 and March 31,
1997 was $0. The Company reorganized to a C corporation from a Colorado limited
liability company effective April 1, 1996. Prior to April 1, 1996 all of the
limited liability company's earnings or losses were passed through to its
members. The Company has included in its statements of operations pro forma
information to include charges in lieu of income taxes, if any, for the 1st
quarter 1996 as if the Company had been a C corporation for all periods
presented.
Net loss for the three-month period ended March 31, 1997 was $335,538 compared
to net income of $141,139 for the three-month period ended March 31, 1996. Lower
sales caused by the USGA ruling and the Company's close out sales of its 1996
model clubs plus lower than expected sales generated through other marketing
channels contributed to the net loss in the first quarter of 1997. The delay in
receiving inventory for the Company's new product offerings due to the USGA
ruling resulted in the Company missing an opportunity to sell clubs in the
southern states at the end of their golf season and delayed the introduction to
retailers and green grass pro shops in the northern part of the United States.
Liquidity and Sources of Capital
Cash flows used in operations were $969,570 for the three-month period ended
March 31, 1997 as compared to $247,258 for the three-month period ended March
31, 1996.
Security deposits decreased by $83,000 as a result of the Company securing a
revolving line of credit that satisfied the requirements of the Company's
foreign suppliers; accounts receivable increased by $815,335 as a result of the
close out sales of the 1996 model clubs; inventory decreased by $135,732 as a
result of the delay in receiving new products due to the USGA ruling and
subsequent modification to the Company's club head face markings and prepaid
expenses increased by $112,631 primarily due to the
<PAGE> 15
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Sources of Capital (continued)
increased buying of future air time for the Company's infomercials. Other assets
increased $158,236 as a result of the deferred costs associated with the
Company's production of the titanium driver infomercial. These items were
partially offset by an increase in current liabilities of $58,527. The Company
has used the remaining funds from its initial public offering, $1,300,966,
during the first quarter of 1997 primarily for the purchase of new inventory to
prepare for the increased sales anticipated in the remaining spring and summer
selling season.
The Company believes that available cash from its future operations and the
$800,000 revolving line of credit will be sufficient to meet its normal
operating requirements through the year 1997, including new product testing and
design, inventory for new products and increased marketing and media expenses.
The agreement contains a financial covenant on the amount of common equity
required which is $3,200,000 at March 31, 1997 and grows to $4,200,000 at
December 31, 1997. There is no assurance the Company will be able to achieve
certain financial covenants included in the revolving line of credit.
<PAGE> 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
In March 1997, the Company received correspondence from a golf club manufacturer
alleging infringement of a patent by the infrastructure (the "Parabolic Arch
Reinforcement") of its titanium and stainless steel driver heads. The Company
believes it has not infringed this patent and that the resolution of this patent
claim will not have a material adverse affect on the Company.
The Company is a party, from time to time, in litigation incident to its
business. The Company is not aware of any current or pending litigation that it
believes will have a material adverse affect on the Company's results of
operations or financial condition.
Item 6. Exhibits and Reports on Form 8-K
(a) EXHIBITS
2.1* Exchange Memorandum dated February 23, 1996, regarding the
reorganization of the Registrant from a Colorado limited liability
company to a Delaware corporation (the "Exchange Memorandum")
2.2* Amendment to the Exchange Memorandum
2.3* Articles of Dissolution of Black Rock Ventures, LLC
3.1* Certificate of Incorporation of the Company
3.2* Bylaws of the Company
4.1* Form of Bridge Warrant
4.2*** Form of Amendment to Bridge Warrant
4.3* Certificate of Designations, Rights and Preferences of Series A
Redeemable and Convertible Preferred Stock of Black Rock Golf
Corporation
<PAGE> 17
PART II. OTHER INFORMATION (CONTINUED)
Item 6. Exhibits and Reports on Form 8-K (continued)
(a) EXHIBITS (CONTINUED)
4.4** Form of Underwriter's Warrant
10.1* 1996 Stock Option Plan
10.2* Licensing Agreement between S2 Golf Inc. and the Company dated
January 1, 1996
10.3* Employment Agreement between the Company and Jackson D. Rule, Jr.
dated April 10, 1996
10.4* Employment Agreement between the Company and Rocky Thompson dated
April 1, 1996
10.5* Employment Agreement between the Company and Lawrence B. Hoffer
dated April 10, 1996
10.6* Line of Credit Agreement between the Company and MegaBank of
Arapahoe dated August 11, 1995
10.7* Assignment of Trademarks between the Company and Koala Ventures,
LLC
10.8* Sales Agency Agreement between the Company and Hampshire
Securities Corporation dated May 9, 1996
11.1**** Computation of per share earnings
27.1 Financial Data Schedule
* Incorporated by reference to the Company's Registration Statement on Form
SB-2 filed May 24, 1996 (Registration No. 333-4890-D)
<PAGE> 18
PART II. OTHER INFORMATION (CONTINUED)
Item 6. Exhibits and Reports on Form 8-K (continued)
(a) EXHIBITS (CONTINUED)
** Incorporated by reference to the Company's Pre-Effective Amendment No. 1
to the Registration Statement on Form SB-2 filed June 26, 1996
(Registration No. 333-4890-D)
*** Incorporated by reference to the Company's Pre-Effective Amendment No. 2
to the Registration Statement on Form SB-2 filed June 26, 1996
(Registration No. 333-4890-D)
**** This data appears in the Consolidated Statement of Operations included in
the Company's Consolidated Financial Statements
(b) REPORTS ON FORM 8-K: None
<PAGE> 19
Signatures
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Black Rock Golf Corporation
---------------------------------------------
(Registrant)
Date 5/15/97 /s/ Jackson D. Rule., Jr.
---------------------------------------------
Jackson D. Rule, Jr., President & C.E.O.
Date 5/15/97 /s/ Gerald D. Fick
---------------------------------------------
Gerald D. Fick, C.F.O., Treasurer & Secretary
<PAGE> 20
EXHIBIT INDEX
Exhibit 27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 409,739
<SECURITIES> 0
<RECEIVABLES> 1,237,526
<ALLOWANCES> 0
<INVENTORY> 1,709,175
<CURRENT-ASSETS> 3,583,248
<PP&E> 370,111
<DEPRECIATION> 80,864
<TOTAL-ASSETS> 4,286,157
<CURRENT-LIABILITIES> 938,560
<BONDS> 0
0
0
<COMMON> 3,150
<OTHER-SE> 3,344,447
<TOTAL-LIABILITY-AND-EQUITY> 4,286,157
<SALES> 2,559,580
<TOTAL-REVENUES> 2,559,580
<CGS> 1,490,076
<TOTAL-COSTS> 1,415,825
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (335,538)
<INCOME-TAX> 0
<INCOME-CONTINUING> (335,538)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (335,538)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
