EAC INDUSTRIES, INC.
PROSPECTUS SUPPLEMENT
---------------------
FEBRUARY 1, 1998
----------------
EAC INDUSTRIES, INC. ANNOUNCES
THIRD FISCAL QUARTER RESULTS
GOODREN PRODUCTS RESTRUCTURING
RIGHTS OFFER EXTENSION
EAC Industries, Inc. reported a net loss for the third fiscal quarter ended
October 31, 1997 of $125,059 ($.05 per share) compared to net income of $25,999
($.01 per share) for the comparable period ended October 31, 1996.
Sales for the third quarter ended October 31, 1997 were $1,447,492 compared
to $1,367,964 for the comparable period of the prior fiscal year, reflecting an
increase of $79,528 or 5%. This increase in sales was due to increased sales at
its Flexible Printed Products, Inc. and Athena Packaging, Inc. subsidiaries.
Sales of its Goodren Products Corporation subsidiary decreased by 3% in the
quarter over the comparable prior periods.
The primary reason for the loss compared to the prior year was the decline
in gross profit margins from 30% to 20%, from period to period, most of which
was attributable to lower profit margins at Goodren.
The Board of Directors of EAC at a meeting on December 29, 1997, decided to
restructure Goodren Products' operations by ceasing production related to the
printed on plastic, point of purchase materials product line, while establishing
an outsourcing arrangement with another quality producer of such materials.
Peter Fritzsche, CEO of the Company, said that over 55% of Goodren's sales in
the current year, primarily wall decorations, were already being produced
elsewhere and that the continuing slow down in Goodren's sales of point of
purchase materials made it difficult to reestablish profitability at its own
manufacturing facility. The cosmetic label products of Athena Packaging will
continue to be produced at Goodren's plant in Englewood, New Jersey, and would
not be affected by the Goodren restructuring.
Because of the reduced sales of point-of-purchase materials at Goodren, and
the costs anticipated to be incurred with Goodren's production shut down,
including but not limited to severance costs, EAC anticipates a loss in its
fourth quarter as well as for the full fiscal year ending January 31, 1998.
EAC is also contemplating the move of its Flexible Printed Products
production facility from its existing City of Industry, California, location to
a facility located within the same general area some time in early February,
1998. The costs associated with Flexible's move are not anticipated
<PAGE>
to be material nor are they expected to negatively impact EAC's financial
results for the year ending January 31, 1998.
The shareholders of EAC at their Annual Meeting held on December 29, 1997
approved the reclassification proposal to amend the Company's Restated
Certificate of Incorporation to effect a 1 for 100 share reverse stock split of
the Common Stock and to pay cash in lieu of fractional shares and to immediately
thereafter reclassify such resulting whole, or partial, shares on a 100 for 1
basis. The effect of the shareholder vote and the subsequent reclassification
which became effective on January 8, 1998 was to eliminate by purchase of shares
the approximately 1,100 odd lot shareholders who owned 99 or less shares as of
effective date. The reclassification had no effect whatsoever on holders of 100
shares or more as of such date.
The Board of Directors also approved the extension of the termination date
of the Company's rights offering from January 15, 1998 to February 18, 1998. The
rights offering is being made by means of a Prospectus dated November 10, 1997
which was mailed to all holders of EAC Common Stock (100 shares or more).
Attached to this Prospectus Supplement is the Company's SEC Form 10-QSB for the
fiscal quarter ended October 31, 1997. This Supplement and its attachment should
be read in conjunction with the Prospectus.
Peter B. Fritzsche
President
2
<PAGE>
APPENDIX TO 424B3
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-4338
EAC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
New York 21-0702336
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
22 BLACKSTONE AVENUE, BRANFORD, CT 06405
(Address of principal executive offices) (Zip Code)
(203) 315-8020
(Issuer's telephone number, including area code)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES [X] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 31, 1997
- ----------------------------------------- ---------------------------------
Common Stock, par value $.10 per share 2,311,687 shares
Page 1.
<PAGE>
- INDEX -
<TABLE>
<CAPTION>
<S> <C> <C>
PAGE(S)
PART I. Financial Information:
ITEM 1. Financial Statements
Consolidated Condensed Balance Sheets - October 31, 1997
(Unaudited) and January 31, 1997 3.
Consolidated Condensed Statements of Operations (Unaudited) -
Three and Nine Months Ended October 31, 1997 and 1996 4.
Consolidated Condensed Statements of Cash Flows (Unaudited) -
Nine Months Ended October 31, 1997 and 1996 5.
Notes to Interim Consolidated Condensed Financial Statements
(Unaudited) 6. - 7.
ITEM 2. Management's Discussion and Analysis or Plan of Operation 8. - 10.
PART II. Other Information 11.
SIGNATURES 12.
EXHIBITS:
Exhibit 11 - Earnings Per Share 13.
Exhibit 27 - Financial Data Schedule 14.
</TABLE>
Page 2.
<PAGE>
PART I. FINANCIAL INFORMATION:
ITEM I. FINANCIAL STATEMENTS:
EAC INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
- ASSETS (NOTE 2) -
<TABLE>
<CAPTION>
OCTOBER 31, January 31,
1997 1997
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 594,775 $ 594,412
Notes and accounts receivable - net of allowance for doubtful accounts
of $45,566 at October 31 and January 31, 1997, respectively 839,945 666,379
Inventories 312,009 300,238
Prepaid taxes and expenses 82,844 50,907
----------- -----------
TOTAL CURRENT ASSETS 1,829,573 1,611,936
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, NET 519,862 710,166
----------- -----------
OTHER ASSETS:
Costs in excess of net assets acquired - net 424,627 453,601
Deferred income taxes 510,000 510,000
Other assets 29,182 29,182
----------- -----------
963,809 992,783
----------- -----------
$ 3,313,244 $ 3,314,885
=========== ===========
- LIABILITIES AND SHAREHOLDERS' EQUITY -
CURRENT LIABILITIES:
Accounts payable $ 398,971 $ 247,152
Accrued expenses 683,647 579,441
Long-term liabilities - current portion 102,276 223,770
Income taxes payable 1,200 5,161
----------- -----------
TOTAL CURRENT LIABILITIES 1,186,094 1,055,524
----------- -----------
LONG-TERM LIABILITIES - NET OF CURRENT PORTION 481,623 440,734
----------- -----------
COMMITMENTS AND CONTINGENCIES (NOTES 2 AND 4)
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value; 20,000,000 shares authorized,
2,319,285 shares issued 231,929 231,929
Capital in excess of par value 10,504,380 10,504,380
Accumulated deficit (9,040,182) (8,867,082)
----------- -----------
1,696,127 1,869,227
Less: Common stock in treasury, 7,598 shares at cost (50,600) (50,600)
----------- -----------
1,645,527 1,818,627
----------- -----------
$ 3,313,244 $ 3,314,885
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated
statements.
Page 3.
<PAGE>
EAC INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three Months For The Nine Months
Ended October 31, Ended October 31,
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET SALES $1,447,492 $1,367,964 $4,619,621 $4,816,364
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Cost of products sold 1,123,921 959,367 3,396,316 3,535,113
Selling, general and administrative expenses 465,478 402,111 1,396,611 1,412,581
---------- ---------- ---------- ----------
TOTAL COSTS AND EXPENSES 1,589,399 1,361,478 4,792,927 4,947,694
---------- ---------- ---------- ----------
OPERATING INCOME (LOSS) (141,907) 6,486 (173,306) (131,330)
---------- ---------- ----------- -----------
OTHER INCOME (EXPENSES):
Interest expense (10,389) (9,202) (29,574) (11,641)
Gain on sale of fixed assets 19,745 - 19,745 -
Interest and other income 7,492 28,715 10,035 77,661
---------- ---------- ----------- ----------
16,848 19,513 206 66,020
---------- ---------- ----------- ----------
INCOME (LOSS) BEFORE INCOME TAXES (125,059) 25,999 (173,100) (65,310)
Income taxes, net of operating loss carryforwards - - - -
---------- ---------- ----------- ----------
NET INCOME (LOSS) $ (125,059) $ 25,999 $ (173,100) $ (65,310)
========== ========== =========== ==========
INCOME (LOSS) PER SHARE (NOTE 3) $(.05) $.01 $(.07) $(.03)
===== ==== ===== =====
</TABLE>
The accompanying notes are an integral part of these consolidated
statements.
Page 4.
<PAGE>
EAC INDUSTRIES, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For The Nine Months
Ended October 31,
-----------------
1997 1996
---- ----
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(173,100) $ (65,310)
Adjustments to reconcile net (loss) to cash provided from operating activities:
Depreciation and amortization 122,826 75,722
Amortization of deferred rental income - (56,451)
Gain on disposal of fixed assets (19,745)
Change in assets and liabilities:
(Increase) decrease in accounts and notes receivable (173,566) 160,717
(Increase) decrease in inventories (11,771) 58,781
(Increase) decrease in prepaid expenses and other assets (35,898) 24,186
Increase (decrease) in accounts payable, accrued expenses and accrued
income taxes 373,336 (95,887)
--------- ---------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 82,082 101,758
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,520) (294,721)
Proceeds from sale of fixed assets 113,248 -
--------- ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES 111,728 (294,721)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term debt - 314,297
Payments of long-term debt (193,447) (51,092)
--------- ---------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (193,447) 263,205
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 363 70,242
CASH AND CASH EQUIVALENTS, AT BEGINNING OF YEAR 594,412 628,380
--------- ---------
CASH AND CASH EQUIVALENTS, AT END OF PERIOD $ 594,775 $ 698,622
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated
statements.
Page 5.
<PAGE>
EAC INDUSTRIES, INC.
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION:
In the opinion of management, the accompanying unaudited interim
consolidated condensed financial statements of EAC Industries, Inc.
(the "Company") and its subsidiaries, contain all adjustments
necessary (consisting of normal recurring accruals or adjustments
only) to present fairly the Company's financial position as of
October 31, 1997, the results of its operations for the three and
nine month periods ended October 31, 1997 and 1996 and cash flows
for the nine month periods ended October 31, 1997 and 1996.
The accounting policies followed by the Company are set forth in
Note 2 to the Company's consolidated financial statements included
in its Annual Report on Form 10-KSB for the year ended January 31,
1997, which is incorporated herein by reference. Specific reference
is made to this report for a description of the Company's
securities and the notes to consolidated financial statements.
The results of operations for the three and nine month periods
ended October 31, 1997 are not necessarily indicative of the
results to be expected for the full year.
NOTE 2 - BANK LINE OF CREDIT:
In May 1997, Goodren entered into an agreement with its bank
providing for a line of credit in the aggregate amount of $500,000
through March 31, 1998. Interest is payable at 2% above the bank's
prime rate. Borrowings under this line are secured by all assets of
Goodren, and guaranteed by EAC, Athena and Flexible. As of October
31 and January 31, 1997, there were no balances outstanding under
this line.
NOTE 3 - EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share has been computed on the basis of the
weighted average number of common shares and common equivalent
shares outstanding during each period presented.
In February 1997, the Financial Accounting Standards Board issued
SFAS No. 128 - Earnings Per Share, which pronouncement changes the
method for calculating earnings per share. SFAS 128 requires
presentation of "basic " and "diluted" earnings per share as
opposed to "primary" and "fully diluted" earnings per share, and is
effective for periods ending after December 15, 1997. Early
adoption is not permitted. Management does not believe that SFAS
128 will result in earnings per share that is materially different
from that currently reported.
Page 6.
<PAGE>
EAC INDUSTRIES, INC.
NOTES TO INTERIM CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4 - CONTINGENCY:
Goodren has withdrawn from participating in the District 65 Union
Pension Plan (the "Plan"). This withdrawal resulted in the
assessment of a withdrawal liability owed to the Plan by Goodren.
During the year ended January 31, 1995, the Company accrued a
reserve for an estimated liability of $560,000 which counsel to the
Company believed would be payable over a period of approximately 22
years beginning approximately one year from the withdrawal date. In
March of 1996, the Company signed an agreement with the Plan
whereby they will make quarterly payments of $7,548. On September
30, 1996, the Company and Goodren entered into a Settlement
Agreement with the Trustees of the union pension plan whereby
Goodren's pension fund liability was reduced to $360,000 payable in
80 equal quarterly payments of $8,752 including annual interest at
a rate of 8%. Pursuant to the Settlement Agreement, the Company
applied for a hardship case, which was granted in December 1997,
whereby the Company is able to reduce its quarterly obligations to
$3,000 until such time as the Company is out of hardship. Goodren
is also potentially liable to the Internal Revenue Service ("IRS")
for excise taxes of approximately $5,000 under paragraph 4971 of
the Internal Revenue Code.
Page 7.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION:
INTRODUCTION:
EAC Industries, Inc., the Company, is a holding company with three
operating subsidiaries: Goodren Products Corporation ("Goodren"),
Athena Packaging, Inc. ("Athena") and Flexible Printed Products,
Inc. ("Flexible"). Goodren designs and prints point-of-purchase
advertising displays and wall decorations on semi-durable plastic.
Athena produces printed, laminated embossed and hot-stamped
labels, wraps, seals and decals for the cosmetics, pharmaceutical
and health and beauty aids industries. Flexible produces and
prints on plastic, pre-cure in-mold heat transfer labels for the
identification and decoration of rubber and silicone hoses, belts
and tire patches.
The financial information presented herein includes: (i)
Consolidated condensed balance sheets as of October 31, 1997 and
January 31, 1997; (ii) Consolidated condensed statements of
operations for the three and nine month periods ended October 31,
1997 and 1996 and (iii) Consolidated condensed statements of cash
flows for the nine month periods ended October 31, 1997 and 1996.
RESULTS OF OPERATIONS:
Consolidated sales for the three-month period ended October 31,
1997 were $1,448,000 as compared to $1,368,000 for the comparable
period of the prior year, reflecting an increase of $80,000 or 6%.
Consolidated sales for the nine-month period ended October 31,
1997 were $4,620,000 as compared to $4,816,000 for the comparable
period of the prior year, reflecting a decrease of $196,000 or 4%.
The primary reason for the decrease in sales was due to a decrease
in the sales generated by the Goodren group, which now includes
Athena.
Combined sales for Goodren and Athena for the three and nine month
periods ended October 31, 1997 were $1,034,000 and $3,438,000,
respectively. For the comparable periods of the previous year
(prior to the acquisition of Athena by EAC), sales were $976,000
and $3,722,000, respectively. The increase of $58,000 for the
three-month period represents sales generated by Athena since its
acquisition in September 1996. The decline in sales for the
nine-month period of $284,000 was due to decreased sales in both
the point of purchase (31%) and wall decoration (26%) segments of
Goodren's business.
Sales for the Company's Flexible subsidiary for the three and nine
month periods ended October 31, 1997 were $413,000 and $1,182,000,
respectively, as compared to $392,000 and $1,095,000,
respectively, for the same periods of the prior year. Management
believes that these increases were due to additional sales to
existing customers.
Consolidated gross profit as a percentage of sales for the three
month periods ended October 31, 1997 and 1996 was 22.4% and 29.9%,
respectively. Consolidated gross profit as a percentage of sales
for the nine month periods ended October 31, 1997 and 1996 was
26.5% and 26.6%, respectively.
Page 8.
<PAGE>
Combined gross profit percentages for Goodren and Athena for the
three and nine month periods ended October 31, 1997 were 16.3% and
22.7%, respectively. For the comparable periods of the previous
year (prior to the acquisition of Athena by EAC), gross profit
percentages of Goodren were 29% and 25.6%, respectively.
Management attributes this decline in the gross profit percentages
to higher material and manufacturing labor costs.
Gross profit percentage realized by Flexible for the three and
nine month periods ended October 31, 1997 were 37.6% and 37.5%,
respectively, as compared to 31.3% and 30.1%, respectively, for
the same periods of the prior year. Management believes that the
increased gross profit percentages experienced by Flexible were
largely due to a decline in raw materials costs.
Consolidated selling, general and administrative expenses
decreased by $16,000 when comparing the nine month period ended
October 31, 1997 to the same period in 1996. The Company reflected
an increase of approximately 16% in selling, general and
administrative expenses for the three-month period ended October
31, 1997 when compared to the three-month period ended October 31,
1996.
Selling, general and administrative expenses for the combined
operations of Goodren and Athena for the three and nine month
periods ended October 31, 1997 were $246,000 and $829,000,
respectively. For the comparable periods of the prior year, such
expenses were $200,000 and $862,000, respectively.
The Company believes that this decrease is due to a reduction in
payroll and related costs resulting from the decreased sales as
discussed above as well as the monitoring of costs more
effectively.
Selling, general and administrative expenses for Flexible for the
three and nine month periods ended October 31, 1997 were $90,000
and $254,000, respectively. For the comparable periods of the
prior year, such expenses were $77,000 and $293,000, respectively.
These decreases are attributable to the monitoring of costs more
effectively.
For the three months ended October 31, 1997 and 1996, the Company
reflected a loss of $125,059 ($.05 per share) and income of
$25,999 ($.01 per share), respectively. For the nine months ended
October 31, 1997 and 1996, the Company reflected net losses of
$173,100 ($.07 per share) and $65,310 ($.03 per share),
respectively.
LIQUIDITY AND CAPITAL RESOURCES:
At October 31, 1997, the Company's working capital was $643,000
compared to working capital of $556,000 at its year ended January
31, 1997. Cash balances at October 31, 1997 remained relatively
unchanged from January 31, 1997.
In May 1997, Goodren entered into an agreement with its bank
providing for a line of credit in the aggregate amount of $500,000
through March 31, 1998. Interest is payable at 2% above the bank's
prime rate. Borrowings under this line, which were zero as of
October 31, 1997 and January 31 1997, are secured by all assets of
Goodren, and guaranteed by EAC, Athena and Flexible.
Page 9.
<PAGE>
The Company is anticipating capital expenditures of approximately
$200,000, during the next year, in order to expand the operations
of Goodren, Athena and Flexible. Management believes that these
expenditures can be funded from existing resources.
The Company believes that its cash flows from operations will be
sufficient to meet its financial requirements over the next twelve
months.
OTHER:
This report contains certain forward-looking statements and
information that is based on management's beliefs and assumptions,
as well as information currently available to management. When
used in this document, the words "anticipate," "estimate,"
"expect," "intend" and similar expressions are intended to
identify forward-looking statements. Although the Company believes
that the expectations reflected in such forward-looking statements
are reasonable, it can give no assurance that such expectations
will prove to be correct. Such statements are subject to certain
risks, uncertainties and assumptions. Should one or more of these
risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may vary materially
from those anticipated, estimated or expected. Among the key
factors that may have a direct bearing on the Company's operating
results are fluctuations in the economy, the degree and nature of
competition, the risk of delay in product development and release
dates and acceptance of, and demand for, the Company's products.
Page 10.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
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 and Reports
(a) Exhibits:
(11) Computation of Earnings per Common Share
(27) Financial Data Schedule
Page 11.
<PAGE>
SIGNATURES
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 thereunto duly authorized.
EAC INDUSTRIES, INC.
Registrant
Date: December 17, 1997 /s/ Peter B. Fritzsche
-------------------------------------
Peter B. Fritzsche
Chief Executive Officer and Principal
Accounting Officer
Page 12.
<PAGE>
EAC INDUSTRIES, INC.
EXHIBIT 11
COMPUTATION OF EARNINGS PER COMMON SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
For The Three Months For The Nine Months
Ended October 31, Ended October 31,
----------------- -----------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
NET INCOME (LOSS) $ (125,059) $ 25,999 $ (173,100) $ (65,310)
========== ========== ========== ==========
SHARES:
Weighted average shares outstanding 2,311,687 2,311,687 2,311,687 2,311,687
Other - options, warrants etc. - - - -
---------- ---------- ---------- ----------
2,311,687 2,311,687 2,311,687 2,311,687
========== ========== ========== ==========
PRIMARY EARNINGS (LOSS) PER SHARE $(.05) $.01 $(.07) $(.03)
===== ==== ===== =====
</TABLE>
Page 13.
<PAGE>
[ARTICLE] 5
EAC INDUSTRIES, INC.
EXHIBIT 27
FINANCIAL DATA SCHEDULE
ARTICLE 5 OF REGULATION S-X
[LEGEND]
The schedule contains summary financial information extracted from the
consolidated financial statements for the nine months ended October 31, 1997 and
is qualified in its entirety by reference to such statements.
[/LEGEND]
<TABLE>
<S> <C>
[PERIOD-TYPE] 9-MOS
[FISCAL-YEAR-END] JAN-31-1998
[PERIOD-START] FEB-01-1997
[PERIOD-END] OCT-31-1997
[CASH] 594,775
[SECURITIES] 0
[RECEIVABLES] 885,511
[ALLOWANCES] 45,566
[INVENTORY] 312,009
[CURRENT-ASSETS] 1,829,573
[PP&E] 1,536,473
[DEPRECIATION] 1,016,611
[TOTAL-ASSETS] 3,313,244
[CURRENT-LIABILITIES] 1,186,094
[BONDS] 481,623
[COMMON] 231,929
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[OTHER-SE] 1,413,598
[TOTAL-LIABILITY-AND-EQUITY] 3,313,244
[SALES] 4,619,621
[TOTAL-REVENUES] 4,619,621
[CGS] 3,396,316
[TOTAL-COSTS] 3,396,316
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 29,574
[INCOME-PRETAX] (173,100)
[INCOME-TAX] 0
[INCOME-CONTINUING] (173,100)
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] (173,100)
[EPS-PRIMARY] (.07)
[EPS-DILUTED] (.07)
</TABLE>
