<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1996 OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
------ ------
COMMISSION FILE NUMBER 0-8485
Grip Technologies, Inc.
---------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
California 95-1980894
---------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (I.R.S EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
10 Corporate Park, Suite 130
Irvine, California 92714
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 252-8500
---------------------------------------------------------------------------
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
---------------------------------------------------------------------------
(FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
REPORT)
Indicate by check mark whether the Registrant (1) has 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
--- ---
<PAGE>
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of the issuer's classes of common
stock, as of October 31, 1996: 5,581,925
-2-
<PAGE>
INDEX
<TABLE>
<CAPTION>
PART I FINANCIAL INFORMATION PAGE
<C> <S> <C>
Item 1 Consolidated Financial Statements
Consolidated Balance Sheets 4
Consolidated Statements of Operations 6
Consolidated Statements of Cash Flows 7
Notes to Consolidated Financial Statements 9
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 13
Signatures 15
</TABLE>
-3-
<PAGE>
GRIP TECHNOLOGIES, INC. AND SUBSIDIARY
--------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
ASSETS
------
<TABLE>
<CAPTION>
October 31, 1996 July 31, 1996
---------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash $ 48,997 $ 16,975
Accounts receivable, net of allowance
for doubtful accounts of $177,482 at
October 31, 1996 and $190,669 at
July 31, 1996 423,072 537,445
Inventories 747,068 506,995
Prepaids and other assets 50,104 31,625
---------- ----------
Total current assets 1,269,241 1,093,040
PROPERTY AND EQUIPMENT, net of
accumulated depreciation of $471,787 at
October 31, 1996 and $373,589 at July
31, 1996 886,347 887,242
INTANGIBLES, net of accumulated
amortization of $974,134 at October 31,
1996 and $924,490 at July 31, 1996 1,173,776 1,223,420
---------- ----------
$3,329,364 $3,203,702
========== ==========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
-4-
<PAGE>
GRIP TECHNOLOGIES, INC. AND SUBSIDIARY
--------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
October 31, 1996 July 31, 1996
---------------- -------------
(Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Short-term borrowings $ 320,000 $ 340,000
Current portion of long-term
obligations 1,338,516 976,412
Amounts due stockholder 373,079 358,879
Accounts payable 579,489 528,392
Accrued liabilities 308,429 329,905
----------- ----------
Total current liabilities 2,919,513 2,533,588
----------- ----------
LONG-TERM LIABILITIES:
Long-term obligations, net of
current portion 339,829 337,072
----------- ----------
339,829 337,072
----------- ----------
Total liabilities 3,259,342 2,870,660
----------- ----------
STOCKHOLDERS' EQUITY:
Series A convertible preferred stock
Authorized -- 3,000,000 shares
Issued and outstanding -- 1,287,500
shares 1,287,500 1,287,500
Common stock
Authorized -- 10,000,000 shares
Issued and outstanding -- 5,581,925
shares 5,454,040 5,454,040
Accumulated deficit (6,671,518) (6,408,498)
----------- ----------
Total stockholders' equity 70,022 333,042
----------- ----------
$ 3,329,364 $ 3,203,702
=========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
-5-
<PAGE>
GRIP TECHNOLOGIES, INC. AND SUBSIDIARY
--------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
-----------
<TABLE>
<CAPTION>
Quarters Ended October 31,
-----------------------------------
1996 1995
---------- ----------
<S> <C> <C>
NET SALES $1,066,926 $ 396,618
COST OF SALES 789,754 299,026
---------- ----------
Gross profit (loss) 277,172 97,592
---------- ----------
OPERATING EXPENSES:
Selling 173,258 251,173
General and administrative 172,896 187,213
Research and development 6,813 15,942
Depreciation 98,198 37,301
Intangible amortization 49,644 21,298
---------- ----------
500,809 512,927
---------- ----------
Loss from operations (223,637) (415,335)
INTEREST EXPENSE 37,783 40,113
---------- ----------
Loss before income taxes (261,420) (455,448)
PROVISION FOR INCOME TAXES 1,600 1,600
---------- ----------
Net loss $ (263,020) $ (457,048)
========== ==========
Net loss per common and equivalent
share $ (0.05) $ (0.11)
========== ==========
Weighted average common shares
outstanding 5,581,925 4,124,568
========== ==========
</TABLE>
The accompanying notes are an integral part of these statements
-6-
<PAGE>
GRIP TECHNOLOGIES, INC. AND SUBSIDIARY
--------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
-----------
<TABLE>
<CAPTION>
Quarters Ended October 31,
-------------------------
1996 1995
--------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(263,020) $ (457,049)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 98,198 37,301
Intangible amortization 49,644 21,298
Decrease in accounts receivable 114,373 50,245
(Increase) decrease in inventories (240,073) 49,881
Increase in prepaids and other assets (18,479) (8,648)
Increase (decrease) in accounts payable 51,097 (249,862)
Decrease in accrued liabilities (21,476) (81,172)
--------- ----------
Net cash used in operating activities (229,736) (638,006)
--------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (97,303) (71,603)
Organization costs - (2,900)
--------- ----------
Net cash used in investing activities (97,303) (74,503)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on short-term borrowings (20,000) (400,000)
Net increase in amounts due stockholder 14,200 32,639
Proceeds from long term obligations 400,000 -
Principal payments of long term obligations (35,139) (27,795)
Proceeds from issuance of stock - 1,194,963
--------- ----------
Net cash provided by financing activities 359,061 799,807
--------- ----------
NET INCREASE IN CASH 32,022 87,298
CASH, beginning of period 16,975 126,827
--------- ----------
CASH, end of period $ 48,997 $ 214,125
========= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
-7-
<PAGE>
GRIP TECHNOLOGIES, INC. AND SUBSIDIARY
--------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
-----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
Quarters Ended October 31,
--------------------------
1996 1995
-------- --------
<S> <C> <C>
Cash paid for interest $ 27,831 $ 28,977
======== ========
</TABLE>
On September 22, 1995, the Company completed the acquisition of USGRIPS, Inc.,
in exchange for 600,000 shares of Common Stock. The fair values of the assets
acquired and liabilities assumed are as follows:
<TABLE>
<CAPTION>
<S> <C>
Fair value of assets acquired:
Accounts receivable $ 180,491
Inventories 194,077
Prepaids and other assets 4,830
Property and equipment 315,406
Goodwill 1,390,750
----------
2,085,554
----------
Liabilities assumed:
Short-term borrowings 200,000
Amounts due former USGRIPS stockholder 400,000
Accounts payable 250,825
Accrued liabilities 184,729
----------
1,035,554
----------
Fair market value of Common Stock issued $1,050,000
==========
</TABLE>
The accompanying notes are an integral part of these statements.
-8-
<PAGE>
GRIP TECHNOLOGIES, INC. AND SUBSIDIARY
--------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
OCTOBER 31, 1996
----------------
(Unaudited)
-----------
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements include the
accounts of Grip Technologies, Inc. (the Company) and its wholly owned
subsidiary. All significant intercompany accounts and transactions have
been eliminated in consolidation. In the opinion of the Company's
management, all adjustments (consisting only of normal recurring
adjustments) necessary to present fairly the Company's consolidated
financial position at October 31, 1996, the consolidated results of
operations and cash flows for the quarters ended October 31, 1996 and 1995
have been included.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules of the
Securities and Exchange Commission (SEC). These unaudited financial
statements should be read in conjunction with the financial statements and
related footnotes for the year ended July 31, 1996 included as part of the
Company's Annual Report on Form 10-K (File No. 0-8485) filed with the SEC
on November 12, 1996.
The consolidated results of operations for the quarter ended October 31,
1996 are not necessarily indicative of the results to be expected for the
full fiscal year.
2. Acquisition of USGRIPS, Inc.
----------------------------
On September 22, 1995, the Company acquired USGRIPS, Inc. (USG). In
connection therewith, the Company issued 600,000 shares of Common Stock,
valued at $1,050,000, to the two stockholders of USG, and agreed to issue
up to an additional 400,000 shares over a three-year period pursuant to an
earn-out formula based on the gross margins achieved by the acquired USG
business. The acquisition has been accounted for as a purchase, and the
results of USG have been included in the accompanying consolidated
financial statements since the date of acquisition. The cost of the
acquisition has been allocated on the basis of the estimated fair market
value of the assets acquired and the liabilities assumed. This allocation
resulted in goodwill of $1,390,750, which is being amortized over seven
years.
In connection with the acquisition of USG, the Company elected to outsource
production and discontinue all manufacturing in its Irvine, California,
facility. Subsequent to the outsourcing of production, the Company began
purchasing sport grips from contract manufacturers who use the Company's
tooling, and in some cases, technology. Certain grips are then processed
in the Company's Vista, California facility, where the grips are painted or
engraved with custom logos, in accordance with customer requirements.
-9-
<PAGE>
3. Going Concern
-------------
The Company has historically incurred significant losses, and incurred a
loss of $263,020 and used $229,736 of cash for operating activities for the
quarter ended October 31, 1996. These factors, among others, raise
substantial doubt about the Company's ability to continue as a going
concern. In order to provide working capital to support its operations,
the Company has raised funds through trade credit and additional borrowings
and is in the process of obtaining funding through additional private
placements.
The ability of the Company to meet its existing and ongoing obligations is
dependent upon raising additional capital from sources of funding, such as,
banks and other lenders, additional private offerings, public offerings or
through a merger. However, there can be no assurances that any of these
transactions may be consummated in a timely manner or on terms reasonably
acceptable to the Company. The ability of the Company to continue as a
going concern is ultimately dependent, in part, on achieving profitable
operating levels and obtaining adequate financing. The accompanying
financial statements do not include any adjustments that might be necessary
should the Company be unable to continue as a going concern.
4. Financing Activities
--------------------
In August, 1996, the Company extended the maturity of its $40,000 short-
term note payable to a trust until January 31, 1997. The terms of the
extension provide for issuance of 1,000 stock purchase warrants for each
month that the balance is outstanding past June 30, 1996.
In September 1996, the Company entered into a revolving line of credit
agreement with a bank in the amount of $400,000. The line of credit bears
interest at the bank's prime rate plus 2.5%, is partially secured by
personal assets of a stockholder and matures on September 15, 1997. At
October 31, 1996, the line of credit was fully utilized.
In October, 1996, the Company extended the maturity of its $50,000 short-
term note payable to a corporation until January 31, 1997. The terms of
the extension provide for issuance of 1,250 stock purchase warrants for
each month that the balance is outstanding past June 30, 1996.
-10-
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read together with the
consolidated financial statements and notes thereto set forth elsewhere herein.
Forward-Looking Statements
- --------------------------
From time to time, the Company may publish forward-looking statements relating
to such matters as anticipated financial performance, business prospects,
technological developments, new products, research and development activities
and similar matters. The Private Securities Litigation Reform Act of 1995
provides a safe harbor for forward-looking statements. Such statements are
subject to certain risks and uncertainties which could cause actual results to
differ materially from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements which speak only as of the
date hereof. The Company undertakes no obligation to republish revised forward-
looking statements to reflect events or circumstances after the date hereof or
to reflect the occurrence of unanticipated events. Readers are also urged to
carefully review and consider the various disclosures made by the Company in
this Report, as well as the Company's other periodic reports on Forms 10-K, 10-Q
and 8-K filed with the Securities and Exchange Commission. In order to comply
with the terms of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to differ materially
from the anticipated results or other expectations expressed in the Company's
forward-looking statements. The risks and uncertainties that may affect the
operations, performance, development and results of the Company's business
include, but are not limited to, those factors set forth under the caption
"Liquidity and Capital Resources" appearing below.
Financial Condition and Results of Operations
- ---------------------------------------------
On September 22, 1995, the Company completed the acquisition of USGRIPS, Inc.
(USG), in exchange for 600,000 shares of Common Stock. Accordingly, the
financial information discussed herein includes the operations of USG from that
date forward.
In connection with the acquisition of USG, the Company acquired assets with a
fair value of $2,085,554, including goodwill of $1,390,750, and assumed current
liabilities of $1,035,554. Of the liabilities assumed, the Company paid
$400,000 due to and on behalf of the former majority owner concurrent with the
closing.
During the quarter ended October 31, 1996, the Company invested $97,303 in
tooling for new products, as compared with $71,603 during the quarter ended
October 31, 1995.
Net sales for the quarter ended October 31, 1996 were $1,066,926, a 169%
increase when compared with $396,618 in net sales for the quarter ended October
31, 1995. Even though the Company's first quarter overlaps the golf industry's
traditionally slow season, sales during the quarter exceeded management
forecasts due to stronger than expected demand from key original equipment
manufacturers (OEMs). During the quarter ended October 31, 1996, 55% of sales
were to a single OEM customer. Sales to the replacement market have increased
from approximately 10% in the first quarter of fiscal 1996 to 30% in first
quarter of 1997.
Cost of sales for the first quarter of fiscal 1997 was $789,754, as compared to
$299,026, for the corresponding period of fiscal 1996. Gross profit margin
increased to 26.0% from 24.6% largely because of improved processing
efficiencies in the Company's Vista, California facility.
Operating expenses for the first quarter of fiscal 1997 were $500,809, as
compared to $512,927 for the comparable period of fiscal 1996. The major
component of the decrease related to selling expenses which decreased as a
result of the Company discontinuing telemarketing efforts in the previous year,
and focusing on its marketing partnerships with catalog resellers such as
Golfsmith International, the world's largest reseller of golf club components.
Management believes that its focus on such relationships will enable the Company
to serve the replacement market without the risks and overhead inherent in
servicing that market directly. General and administrative expenses decreased
by 8%, as the Company successfully integrated the acquired USG operation and
eliminated duplicate functions. Increased salaries in the first quarter of
fiscal 1997 were offset by decreases in professional fees and bad debt expenses.
The Company incurred a loss of $263,020 or $0.05 per share during the quarter
ended October 31, 1996, as compared to a loss of $457,048 or $0.11 per share for
the comparable fiscal 1996 quarter.
-11-
<PAGE>
The Company's research and development efforts have been directed at developing
new designs and styles for new customers, and developing products which will
enhance the installation and functionality of all types of grips.
Receivables decreased during the first quarter due to continually improving
collections, which have also resulted in a corresponding decrease in bad debt
expense.
Inventories increased during the quarter ended October 31, 1996, by $240,073, as
the Company increased purchasing to accommodate anticipated requirements.
Liquidity and Capital Resources
- -------------------------------
The Company had a working capital deficit of $1,650,272 at October 31, 1996,
compared to a working capital deficit at July 31, 1996 of $1,440,548. The
increase in working capital deficit from July 31, 1996 is attributable to the
net cash used in operating activities, which was funded primarily by the
$400,000 line of credit described below.
Included in current liabilities at October 31, 1996, are $536,967 due to two
shareholders who are also officers of the Company, short-term borrowings of
$70,000 that are due through January 31, 1997, and the Company's term loans with
a bank in the amount of $780,000, which are due on December 31, 1996. Although
no commitment has been received, the Company anticipates extending the bank
loans. Repayment of the amounts due the shareholders have historically been
deferred, but further deferral is not assured. In addition, the Company has
negotiated a discount of $103,572 with regard to a long-term obligation if it
can be repaid on or prior to December 31, 1996. The Company is not expected to
generate sufficient cash from operations necessary to repay these obligations as
they come due. It will be required to either extend the maturities, sell
additional equity to generate funds to repay them, or seek alternative
financing.
The Company funded a portion of projected cash needs in September 1996, by
entering into a $400,000 revolving line of credit arrangement with a bank.
Interest is payable monthly at the bank's prime rate plus 2.5%, and is partially
secured by assets of a shareholder, who is the co-maker on this line of credit.
The Company anticipates it will require an additional $2,000,000 to fund
operating losses, as well as the expected continued sales growth and tooling
purchases and to meet certain obligations as they come due. The Company intends
to pursue all available options, including, the initiation of another private
placement of its equity securities, a secondary offering by the Company of its
Common Stock, or a private placement of a convertible or other debt instrument;
seeking loans from other sources not yet identified; or pursuing a merger,
consolidation or other similar corporate transaction. None of these sources or
alternatives may be available to the Company and, if they become available, they
may not occur within the timeframe required by the Company or they may require
terms which management finds unacceptable. The inability of the Company to
locate additional capital prior to the end of the second quarter of fiscal 1997
raises substantial doubt about the Company's ability to continue operating as a
going concern.
-12-
<PAGE>
PART II
<TABLE>
<CAPTION>
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
<C> <S>
(a) Exhibits
--------
2.1 Agreement and Plan of Reorganization, dated September 20, 1995, by and among Registrant, USG
Acquisition Corporation and USGRIPS, Inc., as amended - incorporated by reference to exhibit 2.1 to
Registrant's Form 10-K for the year ended July 31, 1996
3.1(i) Restated Articles of Incorporation of Registrant - incorporated by reference to exhibit 3.1(i) to
Registrant's Form 10-K for the year ended July 31, 1996
3.1(ii) Amended and Restated Bylaws of Registrant - incorporated by reference to exhibit 3.1(ii) to
Registrant's Form 10-K for the year ended July 31, 1996
4.1 Fixed Rate Note, dated January 24, 1995, made payable by Registrant to First Interstate Bank in the
original principal sum of $300,000, as amended by Modification of Note Agreement, dated February 8,
1995 (increasing principal amount of note to $400,000), Modification of Note Agreement, dated
February 22, 1995 (increasing principal amount of note to $500,000), Modification of Note Agreement,
dated March 22, 1995 (increasing principal amount of note to $600,000 and extending maturity date to
December 31, 1995), and Change in Terms Agreement, dated July 31, 1995 (extending maturity date to
December 31, 1996) - incorporated by reference to exhibit 4.2 to Registrant's Form 10-K for the year
ended July 31, 1996
4.2 Promissory Note, dated January 11, 1996, made payable by Registrant to First Interstate Bank in the
original principal sum of $100,000, as amended in Change in Terms Agreement, dated May 20, 1996
(increasing principal amount of note to $180,000 and extending maturity date to July 8, 1996) and
Letter Agreement, dated July 17, 1996 (extending maturity date to December 31, 1996) - incorporated
by reference to exhibit 4.3 to Registrant's Form 10-K for the year ended July 31, 1996
4.3 Revolving Line of Credit Note, dated September 23, 1996, made payable by Registrant to Wells Fargo
Bank N.A. in the original principal sum of $400,000 - incorporated by reference to exhibit 4.4 to
Registrant's Form 10-K for the year ended July 31, 1996
4.4 Form of Convertible Note issued by Registrant in May 1996 to the following lenders in the following
amounts:
$ 21,000 Z-Fund, a Maryland limited partnership
229,000 Third Century II, a Colorado general partnership
Incorporated by reference to exhibit 4.5 to Registrant's Form 10-K for the year ended July 31, 1996
10.1 1994 Stock Option Plan - incorporated by reference to exhibit 10.1 to Registrant's Form 10-K for the
year ended July 31, 1996
10.2 Employment Agreement, dated as of September 22, 1995, between Registrant and Paul Herber -
incorporated by reference to exhibit 10.2 to Registrant's Form 10-K for the year ended July 31, 1996
</TABLE>
-13-
<PAGE>
<TABLE>
<CAPTION>
<C> <S>
10.3 Noncompetition Agreement, dated September 22, 1995, between Registrant and J. Barrie Ogilvie -
incorporated by reference to exhibit 10.3 to Registrant's Form 10-K for the year ended July 31, 1996
10.4 Security Agreement, dated July 31, 1995, between Registrant and Sam G. Lindsay - incorporated by
reference to exhibit 10.4 to Registrant's Form 10-K for the year ended July 31, 1996
10.5 Letter Agreement, dated August 1, 1995, between Registrant and Sam G. Lindsay re: deferral of
compensation - incorporated by reference to exhibit 10.5 to Registrant's Form 10-K for the year
ended July 31, 1996
10.6 Request to Convert and Investment Letter, dated July 31, 1996, between Registrant and Sam G. Lindsay
- incorporated by reference to exhibit 10.6 to Registrant's Form 10-K for the year ended July 31,
1996
10.7 Agreement, dated September 22, 1995, between Registrant and ARC Equipment, Inc. - incorporated by
reference to exhibit 10.7 to Registrant's Form 10-K for the year ended July 31, 1996
21.1 Subsidiaries of Registrant - incorporated by reference to exhibit 21.1 to Registrant's Form 10-K for
the year ended July 31, 1996
27 Financial data schedule
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed with the Securities and
Exchange Commission during the Registrant's fiscal quarter ended
October 31, 1996
</TABLE>
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE OCTOBER
31, 1996 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 48,997
<SECURITIES> 0
<RECEIVABLES> 600,554
<ALLOWANCES> 177,482
<INVENTORY> 747,068
<CURRENT-ASSETS> 1,269,241
<PP&E> 1,358,134
<DEPRECIATION> 471,787
<TOTAL-ASSETS> 3,329,364
<CURRENT-LIABILITIES> 2,919,513
<BONDS> 0
0
1,287,500
<COMMON> 5,454,040
<OTHER-SE> (6,671,518)
<TOTAL-LIABILITY-AND-EQUITY> 3,329,364
<SALES> 1,066,926
<TOTAL-REVENUES> 1,066,926
<CGS> 789,754
<TOTAL-COSTS> 789,754
<OTHER-EXPENSES> 500,809
<LOSS-PROVISION> (223,637)
<INTEREST-EXPENSE> 37,783
<INCOME-PRETAX> (261,420)
<INCOME-TAX> 1,600
<INCOME-CONTINUING> (263,020)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (263,020)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> 0
</TABLE>
