<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 MARCH 31, 2000
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
COMMISSION FILE NUMBER: 0-11933
AXCESS INC.
(Exact name of small business issuer as specified in its charter)
Delaware 85-0294536
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3208 Commander Drive
Carrollton, Texas 75006
(972) 407-6080
(Address, including telephone number and
area code, of principal executive offices)
Check whether the registrant (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 [ ]
Number of shares of common stock outstanding on May 12, 2000: 3,338,418. Number
of shares of non-voting common stock outstanding on May 12, 2000: 112,492.
Transitional Small Business Disclosure Format: Yes [ ] No [x]
<PAGE>
AXCESS INC.
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Balance Sheets at March 31, 2000
and December 31, 1999....................................... 1
Statements of Operations for the Three
Months ended March 31, 2000 and 1999 ....................... 2
Statements of Cash Flows for the Three
Months ended March 31, 2000 and 1999 ....................... 3
Notes to Financial Statements .............................. 4
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................... 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 10
Item 2. Changes in Securities....................................... 10
Item 3. Defaults Upon Senior Securities............................. 10
Item 4. Submission of Matters to a Vote of Security Holders......... 10
Item 5. Other Information........................................... 10
Item 6. Exhibits and Reports on Form 8-K............................ 10
SIGNATURES................................................................ 11
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
AXCESS INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
ASSETS 2000 1999
------------ ------------
Current assets:
Cash and cash equivalents $ 3,384,958 $ 69,450
Accounts receivable - trade 596,899 459,654
Inventory 867,956 845,400
Prepaid expenses and other 603,569 695,334
------------ ------------
Total current assets 5,453,382 2,069,838
Property, plant and equipment, net 524,765 544,441
Long-term note receivable - stockholder 3,902,375 3,902,375
Purchased technologies, net 5,712,222 6,043,142
------------ ------------
Total assets $ 15,592,744 $ 12,559,796
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable:
Stockholder $ 980,000 $ 980,000
Other 3,943 22,309
Dividends payable 708,468 8,448
Accounts payable 507,132 447,889
Other accrued liabilities 1,263,101 1,233,650
------------ ------------
Total current liabilities 3,462,644 2,692,296
Non-current notes payable to Stockholders 5,921,999 5,921,999
------------ ------------
Total liabilities 9,384,643 8,614,295
Stockholders' equity:
Convertible preferred stock, 7,000,000 shares
authorized; 149,389 shares outstanding in
2000 and 148,889 in 1999; $38,598,919
aggregate liquidation preference in 2000
and $33,598,919 in 1999 38,598,919 33,598,919
Common stock, $.01 par value, 12,000,000
shares authorized in 2000 and 1999;
3,331,168 shares issued and outstanding in
2000 and 3,298,368 in 1999 33,312 32,984
Non-voting convertible common stock, $.01
par value, 2,250,000 shares authorized;
112,492 shares issued and outstanding in
2000 and 1999, convertible into common
stock on a one for one share basis 1,125 1,125
Additional paid in capital 61,486,039 61,387,968
Accumulated deficit (93,911,294) (91,075,495)
------------ ------------
Total stockholders' equity 6,208,101 3,945,501
------------ ------------
Total liabilities and stockholders' equity $ 15,592,744 $ 12,559,796
============ ============
See accompanying notes to unaudited financial statements.
1
<PAGE>
AXCESS INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
March 31,
--------------------------
2000 1999
------------ ------------
Sales $ 710,644 $ 40,523
Cost of sales 349,013 16,583
------------ ------------
Gross profit 361,631 23,940
Expenses:
Research and development 629,426 364,770
General and administrative 559,276 570,226
Selling and marketing 718,895 698,157
Depreciation and amortization 392,930 137,012
------------ ------------
Operating expenses 2,300,527 1,770,165
------------ ------------
Loss from operations (1,938,896) (1,746,225)
Other income (expense):
Interest income 85,406 12,068
Interest expense (284,531) (94,951)
Other 2,242 (2,054)
------------ ------------
Other income (expense), net (196,883) (84,937)
------------ ------------
Loss from continuing operations (2,135,779) (1,831,162)
------------ ------------
Preferred stock dividend requirements (700,020) (563,946)
------------ ------------
Net loss applicable to common stock $ (2,835,799) $ (2,395,108)
============ ============
Basic and diluted net loss per common share $ (0.86) $ (0.80)
Weighted average shares of common stock outstanding 3,308,832 2,986,035
============ ============
See accompanying notes to unaudited financial statements.
2
<PAGE>
AXCESS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
Three Months Ended
March 31,
--------------------------
2000 1999
---- ----
Cash flows from operating activities:
Net Loss $ (2,135,779) $ (1,831,162)
Adjustments to reconcile net loss to
net cash used by operating activities:
Depreciation and amortization 392,930 137,012
Loss on sale of assets - 11,085
Changes in operating assets and liabilities:
Accounts receivable (137,245) (20,851)
Inventory (35,258) (284,160)
Prepaid expenses and other 91,765 (90,383)
Other assets (8,000) 2,292
Accounts payable 59,243 288,250
Other 42,154 274,660
------------ ------------
Net cash used by operating activities (1,730,190) (1,513,257)
Cash flow from investing activities:
Capital expenditures (34,336) (93,696)
Proceeds from sale of assets - 4,500
------------ ------------
Net cash used by investing activities (34,336) (89,196)
Cash flow from financing activities:
Borrowings under financing agreements 2,000,000 -
Principal payments on financing agreements (2,018,366) (172,492)
Net proceeds from issuance of common and
preferred stock 5,098,400 -
------------ ------------
Net cash provided by (used by)
financing activities 5,080,034 (172,492)
Net cash provided by discontinued operations - 430,443
============ ============
Net increase (decrease) in cash and
cash equivalents 3,315,508 (1,344,502)
Cash and cash equivalents, beginning of period 69,450 1,575,429
------------ ------------
Cash and cash equivalents, end of period 3,384,958 230,927
============ ============
Supplemental information:
Cash paid during the period for interest $ 3,044 $ 31,652
============ ============
See accompanying notes to unaudited financial statements.
3
<PAGE>
AXCESS INC.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
(1) Summary of Significant Accounting Policies
(a) Description of Business
AXCESS Inc. and its subsidiaries (the "Company") provide computer network-
based solutions for improving the utilization of corporate assets to improve
operations productivity, physical security, asset management, manufacturing
logistics and enterprise resource planning (commonly referred to as ERP), and
financial reporting. The Company's products include hands-free, long range radio
frequency identification (RFID) technology used to track and monitor people,
assets, inventory and vehicles, as well as patented digital video compression
technology for enterprise multi-media transmission and digital recording. The
Company's products incorporate patented technologies in wireless, automatic
identification and multi-media.
The future results of operations and financial condition of the Company
will be impacted by the following factors, among others: access to capital,
technological change, dependence on identifying, developing and marketing
product enhancements and new products, dependence on third party manufactures,
vendors, suppliers and contractors, dependence on key personnel, intellectual
property rights, and product liability.
(b) Company Organization and Basis of Presentation
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
reporting. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements and should be read in conjunction with the audited financial
statements and notes thereto included in the Company's annual report or Form 10-
KSB for the year ended December 31, 1999. In the opinion of management, all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the financial position at March 31, 2000, results of operations
for the three month periods ended March 31, 2000 and 1999, and cash flows for
the three months ended March 31, 2000 and 1999, have been made. The results of
operations for any given three month period are not necessarily indicative of
the results of the entire year.
Subsequent to March 31, 1999, the Company determined that the weighted
average shares of its common stock outstanding and net loss per common share was
erroneously calculated for the first quarter of 1999. Consequently, the interim
financial information for the first quarter of 1999 has been revised from the
information contained in the Company's Form 10-QSB for the three months ended
March 31, 1999, as previously filed with the Securities and Exchange Commission,
to correctly state the weighted average shares of common stock outstanding and
net loss per common share.
4
<PAGE>
(c) Inventory
Inventory is valued at the lower of cost or market using the first-in,
first-out method. Inventory was comprised of the following at March 31, 2000 and
December 31, 1999:
--------------------------------------------------
March 31, December 31,
2000 1999
--------------------------------------------------
Raw Materials..... $ 548,458 $ 585,608
--------------------------------------------------
Work-in-process... 212,816 113,447
--------------------------------------------------
Finished Goods.... 106,682 146,345
--------------------------------------------------
$ 867,956 $ 845,400
--------------------------------------------------
(2) Contingencies
The Company is involved in various claims and legal actions arising in the
ordinary course of business. Estimated legal and litigation costs are reflected
in the accompanying financial statements. In the opinion of management of the
Company, the ultimate disposition of these matters will not have a material
effect on the accompanying condensed financial statements.
5
<PAGE>
(3) Preferred Stock
The Company has authorized 7,000,000 shares of convertible preferred stock,
of which shares designated in eight series have been issued. Information with
respect to the series of preferred stock outstanding at each balance sheet date
is summarized below.
<TABLE>
<CAPTION>
Series A Series B Series C Series G
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Number of shares authorized..................................... 1,500,000 1,500,000 1,500,000 2,500
Stated value.................................................... $ 26.00 $ 28.40 $ 30.20 $10,000
Number of shares issued and
outstanding:
December 31, 1999.......................................... 57,692 52,817 35,427 -
March 31, 2000............................................. 57,692 52,817 35,427 -
Conversion ratio (or
conversion price) of
preferred shares into
common........................................................ 1 to 1 into 1 to 1 into 1 to 1 into $.50 into
voting voting voting voting
common common common common
stock stock stock stock
Liquidation preference.......................................... Stated value Stated value Stated value Stated value
plus accrued plus accrued plus accrued plus accrued
dividends dividends dividends dividends
Dividend rights................................................. 10% per 10% per 10% per 8% per
annum, annum, annum, annum,
cumulative cumulative cumulative cumulative
<CAPTION>
Series Series
Series I Series J 1999 2000
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Number of shares authorized..................................... 2,500 2,500 2,500 2,500
Stated value.................................................... $ 10,000 $ 10,000 $ 10,000 $ 10,000
Number of shares issued and
outstanding:
December 31, 1999.......................................... 635 1,857 129 332
March 31, 2000............................................. 635 1,857 129 832
Conversion ratio (or
conversion price) of
preferred shares into
common........................................................ $4.00 into $4.00 into $2.50 into $3.50 into
voting non-voting voting non-voting
common common common common
stock stock stock stock
Liquidation preference.......................................... Stated value Stated value Stated value Stated value
plus accrued plus accrued plus accrued plus accrued
dividends dividends dividends dividends
Dividend rights................................................. 8% per 8% per 8% per 8% per
annum, annum, annum, annum,
cumulative cumulative cumulative cumulative
</TABLE>
On March 31, 2000, the Company completed a private equity placement with an
affiliate of the Amphion Investors. In connection with that transaction, the
Company received $5,000,000 and issued 500 shares of its Series 2000 Preferred
Stock.
Shares of Series 2000 Preferred Stock are convertible into shares of common
stock at a price less than the greater of the book or market value of the common
stock on March 31, 2000. One of the corporate governance requirements of the
NASDAQ Listing Requirements provides that stockholder approval is required of a
plan or arrangement to issue common stock (or securities convertible into or
exercisable common stock) equal to 20% or more of the common stock, or 20% or
more of the voting power, outstanding before the issuance, for less than the
greater of book or market value of the common stock. Pursuant to these NASDAQ
Listing Requirements, the Company is seeking stockholder approval of the
issuance of the Series 2000 Preferred Stock at the Company's 2000 Annual Meeting
of Stockholders. After the Company obtains such approval, it will record
additional preferred stock dividends of approximately $5,000,000 for this
beneficial conversion feature during the three months ended June 30, 2000.
6
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation.
On March 31, 2000, the Company completed a private equity placement with an
affiliate of the Amphion Investors. In connection with that transaction, the
Company received $5,000,000 and issued 500 shares of its Series 2000 Preferred
Stock.
Results of Operations
Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999
Sales and Gross Profit. Sales for the three months ended March 31, 2000
were $710,644 and $40,523 for the three months ended March 31, 1999, on which a
gross profit of $361,631 and $23,940 was realized, respectively.
Radio frequency identification (RFID) product sales were $132,428 for the
three months ended March 31, 2000 and $40,523 for the three months ended March
31, 1999. Cost of sales were $86,985 for the three months ended March 31, 2000
and $16,583 for the three months ended March 31, 1999. As a result, gross
profits from RFID products were $45,443 for the three months ended March 31,
2000 and $23,940 for the three months ended March 31, 1999.
Digital video product sales were $578,216 for the three months ended March
31, 2000, resulting in gross profits of $316,188. As the Company began producing
and selling digital video products in July 1999, there were no sales of digital
video products during the three months ended March 31, 1999.
Operating Expenses. Operating expenses were $2,300,527 for the three
months ended March 31, 2000 and $1,770,165 for the three months ended March 31,
1999. This increase was due to an increase in research and development efforts
underway on new products. It was also due to an increase in selling and
marketing expenses for the Company's digital video and RFID technology.
Research and development expenses for the three months ended March 31, 2000
of $629,426 were incurred in connection with the development of new digital
video and RFID products. For the three months ended March 31, 1999, research
and development expenses were $364,770 and were incurred in connection with new
product development costs associated with the RFID technology.
Corporate general and administrative expenses were $559,276 for the three
months ended March 31, 2000 and $570,226 for the three months ended March 31,
1999. The decrease is attributable to a reduction in September 1999, of employee
headcount by approximately twenty percent to eliminate overlapping duties
resulting from the July 1999 acquisition of Prism Video.
Selling and marketing expenses were $718,895 for the three months ended
March 31, 2000 and $698,157 for the three months ended March 31, 1999. The
increase was due to the acquisition of the Prism digital video line during July
1999 and increased advertising for both product lines.
Other expenses, net. Other expenses, net, was $196,883 for the three
months ended March 31, 2000, compared to $84,937 for the three months ended
March 31, 1999. Interest income was $73,338
7
<PAGE>
higher during the three months ended March 31, 2000, compared to the three
months ended March 31, 1999, as a result of the increased balance in notes
receivable from a stockholder of the Company. The increase in notes receivable
from stockholder occurred as a result of the April 30, 1999 sale of the
Company's LMC subsidiary and certain technology assets under development.
Interest expense was $189,580 higher in the three months ended March 31, 2000
compared to the three months ended March 31, 1999, reflecting an increase in the
outstanding balance of notes payable in 2000.
Loss from Continuing Operations. Loss from continuing operations was
$2,135,779 for the three months ended March 31, 2000, compared to a loss of
$1,831,162 for the same period in 1999.
Liquidity and Capital Resources
Since inception, the Company has utilized the proceeds from a number of
public and private sales of its equity securities, the exercise of options and
warrants and, more recently, convertible debt and short-term bridge loans from
stockholders to meet its working capital needs.
At March 31, 2000, the Company was in default on a $400,000 note payable to
J.P. Morgan Investment Corporation (JPMIC). The Company is currently in
negotiations with JPMIC to pay this note in cash or securities of the Company.
The default on this note does not impact the terms, including acceleration of
maturities, of the Company's other debt.
On March 31, 2000 the Company completed a private equity placement with an
affiliate of the Amphion Investors. In connection with that transaction, the
Company received $5,000,000 and issued 500 shares of Series 2000 Preferred Stock
with a $10,000 per share stated value. The Series 2000 Preferred Stock is
convertible to non-voting common stock based at a conversion price of $3.50 per
non-voting common share.
The Company's future working capital requirements will depend upon many
factors, including the extent and timing of the Company's product sales, the
Company's operating results and the status of competitive products. The
Company's actual funding needs will depend on numerous factors, including actual
cash expenditures and revenues generated from its operations compared to its
business plan. If the Company's losses continue, the Company may have to obtain
sufficient funds to meet its cash requirements through strategic or other
financial transactions with compatible entities having the resources to support
its programs, the sale of securities or other financing agreements, or it will
be required to curtail its programs or seek a merger partner. Any additional
funding may be on terms that are unfavorable to the Company or disadvantageous
to existing stockholders. In addition, no assurance may be given that the
Company will be successful in raising additional funds or entering into business
alliances.
Shares Eligible for Future Sale; Convertible Securities and Warrants
Future sales of the Company's common stock in the public market by existing
stockholders, warrant holders of convertible securities subsequent to the date
hereof could adversely affect the market price of common stock. At March 31,
2000 an aggregate of approximately 1,700,000 shares of common stock were
outstanding and freely tradable without restriction under the Securities Act of
1933, as amended (the "Securities Act").
Approximately 8,678,000 shares of common stock have been reserved for
issuance upon exercise of outstanding convertible securities and warrants. As
of March 31, 2000, there were 57,692; 52,817; 35,427; 635; 1,857; 129; and 832
shares of Series A, B, C, I, J, 1999 convertible preferred, and 2000 convertible
preferred stock outstanding respectively. Each share of Series A, B, and C
convertible preferred stock is convertible at any time, at the option of the
holder, into one share of common stock. The conversion price of the Series I
and Series J shares is $4.00 per share. The conversion prices for the Series
1999 and Series 2000 shares is $2.50 and $3.50 per share respectively.
8
<PAGE>
There are also currently 1,254,041 warrants outstanding to acquire the same
number of shares of common stock and $2,662,972 of indebtedness, convertible
into 266 shares of Series 1999 Non-Voting Preferred Stock.
In addition, approximately 1,516,538 shares of common stock have been
reserved for issuance to key employees, officers, directors and consultants
pursuant to the Company's benefit plans.
Other
Inflation. Inflation has not had and is not expected to have a material
impact on the operations and financial condition of the Company.
Impact of Year 2000. In late 1999, the Company completed its remediation
and testing of systems. As a result of those planning and implementation
efforts, the Company experienced no significant disruptions in mission critical
information technology and non-information technology systems believes those
systems successfully responded to the Year 2000 date change. The Company is not
aware of any material problems resulting from Year 2000 issues, either with its
products, its internal systems or the products and services of third parties
upon whom the Company relies. The Company will continue to monitor its mission
critical computer applications and those of its suppliers and vendors throughout
the year 2000 to ensure that any latent Year 2000 matters that may arise are
addressed promptly.
Forward-Looking Statements
This quarterly report on Form 10-QSB includes "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, which can be identified by the use
of forward-looking terminology such as, "may," "believe," "expect," "intend,"
"plan," "seek," "anticipate," "estimate," or "continue" or the negative thereof
or other variations thereon or comparable terminology.
These forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those referred to in
the forward-looking statement. Factors that might cause such a difference
include, but are not limited to, those discussed in "Item 1. Description of
Business" and "Item 6. Management's Discussion and Analysis or Plan of
Operation" of the Company's 1999 Annual Report on Form 10-KSB.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which reflect management's analysis only as of the date hereof. The
Company does not undertake any obligation to publicly revise these forward-
looking statements to reflect events or circumstances that arise after the date
hereof. Readers should carefully review the risk factors described in other
documents the Company files from time to time with the Securities and Exchange
Commission.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
During the first quarter of 2000, the Company issued unregistered
securities in connection with the transactions described below. The issuance of
preferred stock was exempt from the registration requirements of the Securities
Act, as amended by virtue of Section 4(2) thereof as a transaction not involving
a public offering and an appropriate restrictive legend was affixed to the
certificates.
In connection with the terms of a private equity placement to provide
additional financing to the Company, on March 31, 2000, the Company issued 500
shares of series 2000 convertible preferred stock.
Item 3. Defaults Upon Senior Securities.
(a) At March 31, 2000, the Company was in default on a $400,000 note
payable to J.P. Morgan Investment Corporation (JPMIC). The Company is currently
in negotiations with JPMIC to pay this note in cash or securities of the
Company. The default on this note does not impact the terms, including
acceleration of maturities, of the Company's other debt.
(b) The holders of the Company's Series A, B, and C Preferred Stock are
entitled to receive quarterly dividends on each such share held by the annual
rate of 10% of the original issue price of each share payable in arrears, when,
as and if declared by the Company's board of directors, in cash or additional
shares of preferred stock. These dividends were paid in additional shares of
preferred stock on April 17, 2000.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Reports on Form 8-K:
None.
(b) Exhibits:
Exhibit No. Description
----------- -----------
10.1 Stock Purchase Agreement dated March 29, 2000, by and between
the Company and incuVest, LLC. Incorporated herein by
reference to Exhibit 10.22 to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999.
27.1 Financial Data Schedule
10
<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.
AXCESS INC.,
Registrant
/S/ ALLAN GRIEBENOW
--------------------------------------------
Allan Griebenow
Director, President and
Chief Executive Officer
(Principal Executive Officer)
/S/ JAMES R. CRAIG
--------------------------------------------
James R. Craig
Chief Financial Officer and Secretary
(Principal Accounting and Financial Officer)
May 15, 2000
11
<PAGE>
Exhibit Index
-------------
Exhibit No. Description
----------- -----------
10.1 Stock Purchase Agreement dated March 29, 2000, by and between
the Company and incuVest, LLC. Incorporated herein by
reference to Exhibit 10.22 to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1999.
27.1 Financial Data Schedule
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT MARCH 31, 2000 (UNAUDITED) AND THE STATEMENT OF OPERATIONS FOR THE
THREE MONTHS ENDED MARCH 31, 2000 (UNAUDITED) AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3,384,958
<SECURITIES> 0
<RECEIVABLES> 596,899
<ALLOWANCES> 0
<INVENTORY> 867,956
<CURRENT-ASSETS> 5,453,382
<PP&E> 1,349,423
<DEPRECIATION> 824,658
<TOTAL-ASSETS> 15,592,744
<CURRENT-LIABILITIES> 3,462,644
<BONDS> 0
0
38,598,919
<COMMON> 33,312
<OTHER-SE> (32,424,130)
<TOTAL-LIABILITY-AND-EQUITY> 15,592,744
<SALES> 710,644
<TOTAL-REVENUES> 710,644
<CGS> 349,013
<TOTAL-COSTS> 2,300,527
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 284,531
<INCOME-PRETAX> (2,135,779)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,135,779)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,835,799)
<EPS-BASIC> (.86)
<EPS-DILUTED> (.86)
</TABLE>
