<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
---------------------
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
- ------- EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
---------------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ------- AND EXCHANGE ACT OF 1934
For the transition period from to
--------- ----------
Commission File Number 0-13324
-----------------------------
QUESTRON TECHNOLOGY, INC.
- -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 23-2257354
- ------------------------------------ -----------------------------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
6400 Congress Avenue, Suite 200A, Boca Raton, FL 33487
- ------------------------------------------------ ---------------------------
(Address of principal executive offices) (Zip Code)
(561) 241 - 5251
- -------------------------------------------------------------------------------
(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 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
----- -----
As of August 11, 1997, there were 1,585,484 shares of the issuer's Common
Stock and 1,150,000 shares of the issuer's Series B Convertible Preferred Stock
outstanding.
<PAGE>
QUESTRON TECHNOLOGY, INC.
INDEX
Page No.
--------
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheet -
At June 30, 1997 and December 31, 1996 3
Consolidated Statement of Operations -
For the Three Month and Six Month Periods Ended
June 30, 1997 and 1996 4
Consolidated Statement of Cash Flows -
For the Six Month Periods Ended June 30, 1997 and 1996
5
Notes to Consolidated Financial Statements 6 - 8
Item 2. Management's Discussion and Analysis or Plan of Operation 9 - 12
PART II. Other Information 13
Signature Page 14
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AT JUNE 30, 1997 AND DECEMBER 31, 1996
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 774,814 $ 74,400
Accounts receivable, less allowance for
doubtful accounts of $118,344 and $53,773, respectively 2,646,225 1,228,803
Other receivables 39,831 14,638
Inventories 4,594,453 3,168,767
Other current assets 150,465 83,417
-------------- -------------
Total current assets 8,205,788 4,570,025
Property and equipment - net 491,655 373,367
Cost in excess of net assets of businesses acquired,
less accumulated amortization of $420,156 and $303,356, respectively 10,379,735 6,694,153
Other assets 296,772 394,249
============== =============
Total assets $ 19,373,950 $ 12,031,794
============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 2,108,549 $ 977,263
Current portion of long-term debt 625,000 550,000
-------------- -------------
Total current liabilities 2,733,549 1,527,263
Long-term debt 874,739 1,785,000
-------------- -------------
Total liabilities 3,608,288 3,312,263
-------------- -------------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, $.01 par value; authorized 10,000,000
shares; 1,150,000 issued and outstanding 11,500 --
Common stock, $.001 par value; authorized 20,000,000
shares; issued 1,597,333 shares in 1997 and 1996 1,597 1,547
Additional paid-in capital 30,182,222 23,880,069
Accumulated deficit (14,074,179) (14,806,607)
-------------- -------------
16,121,140 9,075,009
Less: Treasury stock, 11,849 shares, at cost (355,478) (355,478)
-------------- -------------
Total shareholders' equity 15,765,662 8,719,531
-------------- -------------
Total liabilities and shareholders' equity $ 19,373,950 $ 12,031,794
============== =============
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTH AND SIX MONTH PERIODS
ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
------------------------ -----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Sales $5,156,400 $2,848,086 $9,053,164 $5,615,223
Fee income 24,660 40,550 40,173 91,913
---------- ---------- ---------- ----------
5,181,060 2,888,636 9,093,337 5,707,136
---------- ---------- ---------- ----------
Operating costs and expenses:
Cost of products and services sold 3,130,894 1,691,449 5,459,268 3,366,936
Selling, general & administration expenses 1,433,823 908,298 2,519,843 1,769,652
Depreciation and amortization 101,557 64,677 181,427 128,949
---------- ---------- ---------- ----------
4,666,274 2,664,424 8,160,538 5,265,537
---------- ---------- ---------- ----------
Operating income 514,786 224,212 932,799 441,599
Interest expense 66,890 80,093 127,099 159,253
---------- ---------- ---------- ----------
Income before income taxes 447,896 144,119 805,700 282,346
Provision for income taxes 40,524 18,697 73,274 39,650
---------- ---------- ---------- ----------
Net income $ 407,372 $ 125,422 732,426 242,696
========== ========== ========== ==========
Net income used in per common share
calculation (reflecting deduction of
preferred stock dividends) $ 374,309 $ 125,422 $ 699,363 242,696
========== ========== ========== ==========
Net income per common share $ .12 $ .08 $ .27 $ .16
========== ========== ========== ==========
Average number of common shares and
common share equivalents outstanding 3,237,886 1,539,817 2,607,376 1,540,533
========== ========== ========== ==========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1997 AND 1996
<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1997 1996
------------ --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 732,426 $242,696
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 181,427 128,949
Provision for doubtful accounts 38,571 28,975
Loss on sale of fixed assets -- 2,184
Change in assets and liabilities:
(Increase) in accounts receivable (244,453) (78,960)
(Increase) decrease in other receivables (25,093) 36,955
Decrease in inventories 292,774 141,254
Decrease (increase) in prepaid expenses and other assets 282,654 (136,039)
Decrease in accounts payable and accrued expenses (48,884) (263,215)
------------ ---------
Net cash provided by operating activities 1,209,422 102,799
------------ ---------
Cash flows from investing activities:
Consideration paid for acquired businesses (4,870,859) --
Proceeds from sale of fixed assets -- 280
Acquisition of property and equipment (37,371) (47,862)
------------ ---------
Net cash used for investing activities (4,908,230) (47,582)
------------ ---------
Cash flows from financing activities:
Proceeds from borrowings under revolving facility -- 470,000
Notes issued for acquired business 750,000 --
Satisfaction of notes issued for acquired business (375,000) --
Proceeds from issuance of stock 299,050 --
Proceeds from issuance of warrants 375,000 --
Proceeds from Convertible Preferred Stock Unit Offering 6,900,000 --
Costs associated with Convertible Preferred Stock Unit Offering (1,260,447) --
Repayment of long-term debt (427,149) (275,000)
Repayment of revolving facilities (2,025,071) --
------------ ---------
Net cash provided by financing activities 4,236,383 195,000
------------ ---------
Increase in cash and cash equivalents 537,575 250,217
Cash and cash equivalents at beginning of period 237,239 39,358
============ =========
Cash and cash equivalents at end of period $ 774,814 $289,575
============ =========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1997 AND 1996
NOTE 1. BASIS OF PRESENTATION.
The accompanying unaudited consolidated financial statements include
the accounts of the Company and its subsidiaries. The consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with the
instructions for Form 10-QSB. 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 adjustments) considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1997 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. The consolidated balance sheet at December 31, 1996
reflects the audited balance sheet at that date. For further information, refer
to the financial statements and footnotes thereto included in the Company's
annual report on Form 10-KSB for the year ended December 31, 1996.
NOTE 2. ACQUISITION OF WEBB DISTRIBUTION.
In March 1997, the Company's wholly-owned subsidiary Quest Electronic
Hardware, Inc. ("Quest") acquired 100% of the stock of Comp Ware, Inc. d/b/a
Webb Distribution ("Webb"), a privately owned company. The business of Webb is
substantially similar to the business of Quest, serving customers in the high
technology equipment manufacturing industry. The purchase price of Webb
consisted of:
(i) $3,250,000 in cash;
(ii) Note A in the amount of $375,000. Principal and interest at
the rate of 10% are due and payable 18 months from the
effective date of the closing;
(iii) Note B in the amount of $375,000. Principal and interest at
the rate of 10% are payable monthly over five years from the
effective date of the closing; and
(iv) 1,500,000 Series IV Warrants (the "Webb Warrants") issued to
the majority shareholder of Webb as a down payment under the
Stock Purchase Agreement.
6
<PAGE>
QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1997 AND 1996
Such acquisition was effected pursuant to a Stock Purchase Agreement
dated as of December 16, 1996. The Company has accounted for such acquisition
using the purchase method of accounting. In connection with this acquisition,
the Company recorded $3,723,277 of cost in excess of net assets of the business
acquired.
In connection with the sale of the Webb warrants by the majority
shareholder of Webb, Note A (as described in (ii) above) was satisfied pursuant
to the terms of the acquisition agreement.
NOTE 3. CONVERTIBLE PREFERRED STOCK UNIT OFFERING
In March 1997, the Company completed an Offering of 1,150,000 Units of
its securities. Each Unit consisted of one share of Series B Convertible
Preferred Stock and one Series IV Common Stock Purchase Warrant. The net
proceeds to the Company, after deducting underwriting discounts and other
expenses of the Offering, were $5,639,553. These proceeds were used in part to
finance the cash portion of the purchase price of Webb. The remaining cash
($2,389,553) was used to repay the outstanding balance on Quest's revolving
credit facility ($750,000) and to repay the outstanding balance on Webb's
revolving credit facility ($1,000,000), with the remaining balance ($639,553)
retained by the Company for working capital.
NOTE 4. REVOLVING CREDIT FACILITY.
In connection with the acquisition of Webb, Quest entered into an
amendment to its Loan & Security Agreement with a bank. The amendment provides
for Quest to be able to borrow, for working capital purposes, up to $3,000,000
under an annually renewable two-year revolving facility. The Loan Agreement
contains a provision for the calculation of a borrowing base, which determines
the amount of borrowings available under the revolving facility. Interest on
the revolving facility is due monthly at the prime rate plus 1%.
NOTE 5. ACQUISITION OF IMS CORPORATION.
In May 1997, the Company acquired 100% of the stock of IMS Corporation
("IMS"), a privately owned company. The purchase price of IMS consisted of
50,000 shares of the Company's common stock and an additional 75,000 shares of
the Company's common stock to be issued to the seller if IMS attains certain
earnings targets. In addition, the acquisition agreement calls for deferred
purchase payments of up to $1.5 million based on the future earnings of IMS.
7
<PAGE>
QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1997 AND 1996
NOTE 6. SUBSEQUENT EVENTS.
In July 1997, the Company announced that it has signed a letter of
intent for the acquisition of Power Components, Inc. ("PCI"), a Philadelphia
distributor of lithium batteries and battery packs and assemblies. The
agreement calls for the Company to purchase the business and net assets of PCI
for $1.5 million, consisting of a combination of cash, debt and shares of
common stock of the Company.
Also in July 1997, the Company announced that it has entered into an
agreement to sell its ADR business as of June 30, 1997.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
For the three month and six month periods ended June 30, 1997.
The results of operations through June 30, 1997 include the operating
results of the Company's fasteners and electronic hardware distribution
("Distribution") business and its alternative dispute resolution ("ADR")
business. The Distribution business includes the operating results of Quest
Electronic Hardware, Inc. ("Quest") for the six months ended June 30, 1997, the
operating results of Webb Distribution ("Webb") for the four months ended June
30, 1997 and the operating results of IMS Corporation ("IMS") for the month
ended June 30, 1997. Webb, which was acquired by Quest in March 1997, is a
fasteners and electronic hardware distribution business serving the New England
market. IMS, which was acquired by the Company in May 1997, is a master
distributor of fasteners and electronic hardware.
The following summarizes the results of operations for each of the
Company's businesses and corporate for the three month and six month periods
ended June 30, 1997:
THREE MONTHS ENDED JUNE 30, 1997
----------------------------------------------------
DISTRIBUTION ADR CORPORATE TOTAL
------------ -------- --------- ------------
Revenue $5,156,400 $ 24,660 $ -- $ 5,181,060
Costs and expenses 4,510,271 46,569 109,434 4,666,274
---------- -------- --------- ------------
Operating income 646,129 (21,909) (109,434) 514,786
Interest income (expense) (70,336) -- 3,446 (66,890)
---------- -------- --------- ------------
Income (loss) before taxes 575,793 (21,909) (105,988) 447,896,538
Tax provision 40,524 -- -- 40,524
========== ======== ========= ============
Net income (loss) $ 535,269 $(21,909) $(105,988) $ 407,372
========== ======== ========= ============
9
<PAGE>
SIX MONTHS ENDED JUNE 30, 1997
---------------------------------------------------
DISTRIBUTION ADR CORPORATE TOTAL
------------ -------- --------- ----------
Revenue $9,053,164 $ 40,173 $ -- $9,093,337
Costs and expenses 7,850,387 93,408 216,743 8,160,538
---------- -------- --------- ----------
Operating income 1,202,777 (53,235) (216,743) 932,799
Interest income (expense) (132,714) -- 5,615 127,099
---------- -------- --------- ----------
Income (loss) before taxes 1,070,063 (53,235) (211,128) 805,700
Tax provision 73,274 -- -- 73,274
========== ======== ========= ==========
Net income (loss) $ 996,789 $(53,235) $(211,128) $ 732,426
========== ======== ========= ==========
The Company's revenues for the three and six month periods ended June
30, 1997 amounted to $5,181,060 and $9,093,337, respectively. The significant
growth in the Company's revenues for the three and six month periods ended June
30, 1997 over the comparable prior year periods is due to the growth of its
Distribution business. Such growth was accomplished through the acquisition of
Webb in March of 1997 along with the continuing growth of the business of
Quest. Revenues for the Distribution business amounted to $5,156,400 and
$9,053,164 for the three month and six month periods ended June 30, 1997,
respectively, which represent a record level of sales for the business,
compared with $2,848,086 and $5,615,223 for the comparable prior year periods.
Revenues of the ADR business for the three month and six month periods ended
June 30, 1997 declined 39% and 56%, respectively, compared with the comparable
periods in the prior year. This decline reflects the effects of increased
competition, which continue to erode the revenues of the ADR business. The
Company has evaluated its alternatives with respect to the future operation of
its ADR business and has entered into an agreement to sell the business as of
June 30, 1997.
The Company's operating income was $514,786 and $932,799,
respectively, for the three month and six month periods ended June 30, 1997,
compared with operating income of $224,212 and $441,599 for the comparable
prior year periods. The increase in operating income for the three month and
six month periods ended June 30, 1997 compared with the comparable prior year
periods is primarily due to the operating income achieved by the Distribution
business. The operating income of the Distribution business was $646,129 and
$1,202,777 for the three and six month periods ended June 30, 1997, compared
with operating income from the Distribution business of $334,279 and $648,968
for the comparable prior year periods. The increase in operating income of the
10
<PAGE>
Distribution business resulted in a record level of operating income for the
Company. The Distribution business' operating income of $646,129 and $1,202,777
for the three month and six month periods ended June 30, 1997 represent
approximately 13% of its revenues, a relationship which is consistent with the
historical performance of the Distribution business.
Interest expense for the three and six month periods ended June 30,
1997 amounted to $66,890 and $127,099, respectively, which principally reflects
the cost of borrowings associated with the Distribution business. For the
comparable periods of the prior year, the Company's results include interest
expense of $80,093 and $159,253, respectively. The decrease in interest expense
principally reflects the pay down of revolving credit facilities of the
Distribution business with a portion of the net proceeds received by the
Company from the Preferred Stock Unit Offering in March 1997.
The provision for income taxes for the three month and six month
periods ended June 30, 1997 principally reflects state income tax provisions
for states in which the Distribution business conducts business. The provision
for income taxes also includes a minimal provision for federal income taxes for
the federal alternative minimum tax. The Company is not expected to have a
regular federal income tax liability for 1997, as a result of the availability
of net operating loss income tax carryforwards of approximately $12.5 million
as of December 31, 1996, expiring in the years 2000 through 2009.
Net income for the three month and six month periods ended June 30,
1997 amounted to $407,372 and $732,426, respectively, compared with net income
of $125,422 and $242,696 for the comparable prior year periods. This
improvement reflects the increased operating income of the Distribution
business, partially reduced by income taxes and the increased operating losses
of the ADR business.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1997, the Company had $774,814 in cash and short-term
investments, compared to $74,400 as of December 31, 1996. As of June 30, 1997,
the Company had working capital of $5,472,239, compared with working capital of
$3,042,762 as of December 31, 1996.
For the six months ended June 30, 1997, the net cash provided by the
Company's operating activities amounted to $1,209,422, principally reflecting
decreases in prepaid expenses, other assets and inventories, as well as the
profits of the Company's Distribution business, offset in part by increases in
accounts receivable and other receivables, together with decreases in accounts
payable and accrued expenses. Corporate expenses and the operations of the
Company's ADR business continued to use cash. As previously discussed, the
Company has evaluated its alternatives with respect to the future operation of
its ADR business and has entered into an agreement to sell the business as of
June 30, 1997.
For the six months ended June 30, 1997, the net cash used in the
Company's investing activities amounted to $4,908,230, including $4,870,859 of
consideration paid
11
<PAGE>
for acquired businesses. In addition, the Company had capital expenditures
$37,371 for the acquisition of fixed assets, primarily computer and warehouse
equipment to support the continued growth of the Company's Distribution
business. The Company does not have significant commitments for capital
expenditures as of June 30, 1997 and no significant commitments are anticipated
for the remainder of 1997.
For the six months ended June 30, 1997, the net cash provided by the
Company's financing activities amounted to $4,236,383, which consists of
$5,639,553 in net proceeds derived from an Offering of Units of the Company's
securities, $750,000 in notes payable to the seller of Webb, $375,000 in
warrants issued to the seller of Webb as a down payment on the purchase price
of Webb and $299,050 of stock issued to the seller of IMS, reduced by
repayments of Quest's and Webb's revolving facilities of $2,025,071, $412,500
of principal repaid on the term debt, $14,649 of principal repaid on Note B due
to the seller of Webb and the satisfaction of the $375,000 Note A due to the
seller of Webb in accordance with the terms of the agreement as a result of the
sale by the majority shareholder of Webb of the warrants received as a part of
the consideration.
In connection with the acquisition of Webb, Quest increased its
revolving facility to $3,000,000, under terms and conditions generally
consistent with those already in effect for the original facility. At June 30,
1997, $109,762 was borrowed and outstanding under the revolving facility. Of
the remaining $2,890,238 of the revolving credit facility, $2,742,503 was
available at June 30, 1997 for future working capital needs. Amounts
outstanding under the revolving facility bear interest at a rate equal to 1.0%
above the lender's prime rate. As of August 11, 1997, the interest rate on the
amount outstanding under the revolving facility was 9.5%. In order to secure
the obligations of Quest under the revolving facility and the related term loan
facility under the loan and security agreement with the lender, the Company
entered into a stock pledge agreement with the lender whereby the Company
pledged to the lender the shares of capital stock of Quest which the Company
held at the date of such agreement and any shares of Quest in which the Company
may thereafter acquire an interest. In addition, Quest granted a security
interest in substantially all of its assets to the lender and a major
shareholder of the Company guaranteed the obligations of Quest under the loan
agreement.
The Company intends to continue to identify and evaluate potential
merger and acquisition candidates engaged in lines of business complementary to
the Distribution businesses. While certain of such potential acquisition
opportunities are at various stages of consideration and evaluation, none is at
any definitive stage at this time. Management believes that its working
capital, funds available under its credit agreement, and funds generated from
operations will be sufficient to meets its obligations through 1997, including
the acquisition of Power Components, Inc. announced in July 1997, but exclusive
of any cash requirements which may come about as a result of other business
acquisitions.
12
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
Not applicable.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable.
13
<PAGE>
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.
QUESTRON TECHNOLOGY, INC.
(1) Principal Executive Officer:
Date: August 12, 1997 /s/ Dominc A. Polimeni
---------------- ----------------------
Dominic A. Polimeni
Chief Executive Officer
(2) Principal Financial and Accounting
Officer:
Date: August 12, 1997 /s/ Milton M. Adler
---------------- -------------------
Milton M. Adler
Treasurer
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME FOR THE 3 MONTHS ENDED JUNE 30, 1997
AND THE CONSOLIDATED BALANCE SHEET FOR THE QUARTER ENDED JUNE 30, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 774,814
<SECURITIES> 0
<RECEIVABLES> 2,646,225
<ALLOWANCES> 118,344
<INVENTORY> 4,594,453
<CURRENT-ASSETS> 8,205,788
<PP&E> 491,655
<DEPRECIATION> 221,898
<TOTAL-ASSETS> 19,373,950
<CURRENT-LIABILITIES> 2,733,549
<BONDS> 0
0
11,500
<COMMON> 1,597
<OTHER-SE> 15,752,565
<TOTAL-LIABILITY-AND-EQUITY> 19,373,950
<SALES> 9,053,164
<TOTAL-REVENUES> 9,093,337
<CGS> 5,459,268
<TOTAL-COSTS> 7,979,111
<OTHER-EXPENSES> 181,427
<LOSS-PROVISION> 38,571
<INTEREST-EXPENSE> 127,099
<INCOME-PRETAX> 805,700
<INCOME-TAX> 73,274
<INCOME-CONTINUING> 732,426
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 732,426
<EPS-PRIMARY> .27
<EPS-DILUTED> .27
</TABLE>
