<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ________________ to _________________
Commission file No. 0-12969
TOUCHSTONE SOFTWARE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3778226
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2124 Main Street, Huntington Beach, CA 92648
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (714) 969-7746
--------------
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 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
----- -----
As of May 1, 1998 there were
7,923,260 shares of Common Stock outstanding
1
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOUCHSTONE SOFTWARE CORPORATION
CONSOLIDATED BALANCE SHEET
MARCH 31, 1998
(UNAUDITED)
<TABLE>
<S> <C>
A S S E T S
- -----------
Current assets:
Cash and cash equivalents $ 418,135
Restricted cash 500,000
Investments 8,189,447
Accounts receivable, net 944,223
Inventories 283,296
Prepaid expenses and other current assets 223,263
------------
Total current assets 10,558,364
Investments 1,909,864
Property, net 394,581
Other assets 29,471
------------
$ 12,892,280
============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Accounts payable $ 1,151,315
Accrued payroll and related expenses 320,140
Accrued cooperative advertising costs 710,619
Other accrued liabilities 470,243
------------
Total current liabilities 2,652,317
Other liabilities 130,792
Shareholders' equity:
Preferred stock, $.001 par value, 3,000,000
shares authorized, none issued or outstanding
Common stock, $.001 par value; 20,000,000 shares
authorized; issued and outstanding, 7,899,370 shares 7,899
Additional paid-in capital 18,695,663
Accumulated deficit (8,594,391)
------------
Total shareholders' equity 10,109,171
------------
$ 12,892,280
============
</TABLE>
See accompanying notes to consolidated financial statements
2
<PAGE> 3
TOUCHSTONE SOFTWARE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenue:
Product sales $ 1,956,954 $ 2,868,212
Royalty income 28,905 70,811
----------- -----------
Total revenue 1,985,859 2,939,023
Cost of revenue 443,999 1,084,797
----------- -----------
Gross profit 1,541,860 1,854,226
Operating expenses:
Sales and marketing 866,970 1,365,977
General and administrative 294,219 328,210
Research and development 487,849 555,650
----------- -----------
Total costs and expenses 1,649,038 2,249,837
----------- -----------
Loss from operations (107,178) (395,611)
Other income, net 166,132 179,505
----------- -----------
Net income (loss) $ 58,954 $ (216,106)
=========== ===========
Net income (loss) per share,
basic and diluted $ 0.01 $ (0.03)
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements
3
<PAGE> 4
TOUCHSTONE SOFTWARE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 58,954 $ (216,106)
Adjustments to reconcile net loss to net
cash flows (used in) provided by operating activities:
Depreciation and amortization 60,539 61,465
Stock options issued for consulting expense 4,068
Provision for doubtful accounts 8,640 22,444
Provision for obsolete inventories 58,575 48,432
Change in deferred lease obligation 7,029 6,648
Changes in operating assets and liabilities:
Income tax refund receivable 12,844
Accounts receivable (480,715) 17,486
Inventories (58,730) 226,298
Prepaid expenses and other current assets 27,095 11,436
Other assets 1,700 45
Accounts payable (200,985) (936,223)
Accrued liabilities (115,263) 79,687
------------ ------------
Net cash used in operating activities (616,249) (678,388)
Cash flows from investing activities:
Capitalized software development costs
Purchase of investments (10,416,606) (9,089,575)
Sale of investments 10,034,289 9,148,443
Purchases of property (35,087) (82,541)
Capitalized software development costs
------------ ------------
Net cash provided by (used in) investing activities (417,404) (23,673)
Cash flows from financing activities:
Proceeds from exercise of stock warrants and
options and repayment on notes receivable 17,927 26,222
------------ ------------
Net cash provided by financing activities 17,927 26,222
------------ ------------
Net increase (decrease) in cash and cash equivalents (1,015,726) (675,839)
Cash and cash equivalents, beginning of period 1,433,861 2,893,476
------------ ------------
Cash and cash equivalents, end of period $ 418,135 $ 2,217,637
============ ============
Supplemental cash flow information:
Interest paid $ 354 $ 584
============ ============
Income taxes paid $ -- $ --
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE> 5
TOUCHSTONE SOFTWARE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
1. GENERAL
The consolidated financial statements of TouchStone Software
Corporation (the Company) include the financial statements of the Company's
wholly-owned subsidiary, TouchStone Europe Ltd. These consolidated financial
statements have been prepared by the Company, without audit, and include all
adjustments which are, in the opinion of management, necessary for a fair
presentation of the results of operations for the three months ended March 31,
1998 and 1997, the financial position at March 31, 1998, and the cash flows for
the three months ended March 31, 1998 and 1997, pursuant to the rules and
regulations of the Securities and Exchange Commission. 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 such rules and regulations. The results of operations for
the three months ended March 31, 1998 are not necessarily indicative of the
results to be expected for the full year. These condensed consolidated financial
statements should be read in conjunction with the TouchStone Software
Corporation consolidated financial statements and notes thereto included in the
Company's Annual Report filed with the Securities and Exchange Commission on
Form 10-KSB for the year ended December 31, 1997.
Recently Issued Accounting Standards. In June 1997, the FASB issued
SFAS No. 130, Reporting Comprehensive Income, ("SFAS No. 130") (which was
adopted by the Company effective January 1, 1998). This statement establishes
standards for the reporting of comprehensive income and its components in a
financial statement that is displayed with the same prominence as other
financial statements. Comprehensive income, as defined, includes all changes in
equity (net assets) during a period from non-owner sources. Examples of items to
be included in comprehensive income, which are excluded from net income, include
foreign currency translation adjustments and unrealized gain/loss on
available-for-sale securities. There was no difference between comprehensive
income and net income as reported for the three months ended March 31, 1998 and
1997.
In June 1997, the FASB issued SFAS No. 131, Disclosure about Segments
of an Enterprise and Related Information. SFAS No. 131 establishes standards for
the way public companies report financial information about operating segments.
The disclosures prescribed by SFAS No. 131 are effective in the year ended
December 31, 1998, but are not required for interim periods in the year of
adoption.
2. ACCOUNTS RECEIVABLE
At March 31, 1998, accounts receivable is presented net of allowance
for doubtful accounts, reseller rebate reserves, and product return reserves of
approximately $120,000, $184,000, and $594,000, respectively. Certain
distributors' accounts resulted in credit balances and therefore were
reclassified to accounts payable.
3. FINANCING ARRANGEMENTS
The Company has a bank line of credit which provides for borrowings up
to $500,000, bears interest at the bank's prime rate (8.5% at March 31, 1998)
and expires in September 1998. Borrowings are collateralized by a $500,000
certificate of deposit which is recorded as restricted cash on the accompanying
consolidated balance sheet. There were no borrowings under this line of credit
at March 31, 1998. This line of credit prohibits acquisitions of other entities
without the prior approval of the bank and restricts the payment of cash
dividends.
5
<PAGE> 6
4. EARNINGS (LOSS) PER SHARE
The Company has adopted SFAS No. 128, Earnings per Share (EPS), which
replaces the presentation of "primary" earnings per share with "basic" earnings
per share and the presentation of "fully diluted" earnings per share with
"diluted" earnings per share. All previously reported EPS amounts have been
restated based on the provisions of the new standard. Basic EPS amounts are
based upon the weighted average number of common shares outstanding. Diluted EPS
amounts are based upon the weighted average number of common and common
equivalent shares outstanding. Common equivalent shares include stock options
using the treasury stock method. Common equivalent shares are excluded from the
calculation of diluted EPS in loss years, as the impact is antidilutive. There
was no difference between basic and diluted EPS for each period presented. The
number of shares used in computing EPS is as follows:
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
1998 1997
---- ----
<S> <C> <C>
Weighted average number of shares outstanding:
Basic 7,889,000 7,811,000
Diluted 8,648,000 7,811,000
</TABLE>
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This report on Form 10-QSB contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
materially from the results discussed in the forward-looking statements. Factors
that might cause such a difference include, but are not limited to, those
discussed under the caption "Business Risks" contained herein.
GENERAL
The Company's revenues consist of product sales and royalty income.
Royalty income is derived from international sales of the Company's products
under agreements with co-publishers, and OEM customers in the U.S.
Product revenues are recorded at the time products are shipped, less
estimated reserves for product returns. Currently the Company uses historical
experience for international shipments and retail sell-through information for
domestic shipments to establish these reserves. The Company's operations are
subject to substantial risk of product returns from distributors and retailers
either through the exercise by the Company's customers of contractual return
rights or as a result of the Company's policy of assisting customers in
balancing and updating inventories. Although the Company attempts to monitor and
manage the volume of its sales to its customers, large shipments in anticipation
of demand which is subsequently unrealized can lead to overstocking by the
distributors and substantial product returns. Certain of the Company's customer
agreements also provide for rebates to customers should the price of the
Company's products decline subsequent to shipment. The Company accrues for such
rebates when such price declines are known or become anticipated.
Cost of sales includes the cost of blank diskettes, compact disks,
software duplication, packaging materials and user manuals, in addition to
royalties paid to other software development companies under various agreements,
and inventory obsolescence reserves. Sales and marketing expense consists
primarily of salaries and commissions paid to the Company's sales, customer
service and technical support personnel and expenditures for retail product
merchandising and promotions. The Company's products can be expected to have
short product life cycles, characterized by decreases in retail prices as a
given product's life cycle advances.
In order for the Company to achieve satisfactory gross margins, the
Company will need to introduce new products to offset declining margins
associated with older products. Research and development expense consists
primarily of salaries and related benefits paid to computer programmers to
research and design new software products. In addition to amounts expensed for
research and development activities, salaries paid to the Company's software
programmers and fees paid to outside software development consulting firms for
further development and enhancement after technological feasibility of a product
has been established are capitalized in accordance with Statement of Financial
Accounting Standards (SFAS) No. 86. During the three months ended March 31,
1998, technological feasibility was not reached for any products under
development. Accordingly, the Company did not capitalize any software
development costs during the three months ended March 31, 1998.
The Company's quarterly operating results may fluctuate significantly
due to a variety of factors, including changes in the Company's product and
customer mix, the number and timing of new product introductions by the Company
or its competitors, pricing pressures, general economic conditions, and other
factors. Products are generally shipped as orders are received and, accordingly,
the Company has historically operated with relatively little backlog. As a
result, quarterly revenue will depend on the volume and timing of orders
received during a particular quarter, both of which are difficult to forecast.
In addition, the Company will continue to incur product development, marketing,
and promotional expenses based upon management's expectations as to future
sales. Since many of these expenses are committed in advance, the Company
generally is unable to adjust spending in a timely manner to compensate for any
unexpected shortfall in sales.
7
<PAGE> 8
PRODUCTS
The following table sets forth the products currently marketed by the Company:
<TABLE>
<CAPTION>
INITIAL RELEASE
PRODUCT TITLE DESCRIPTION DATE
- ------------- ----------- ----
<C> <S> <C>
CheckIt A utility with new technology that optimizes and troubleshoots May 1998
NetOptimizer(tm) users' Internet connections and modems for maximum performance.
The product's Internet Tune-Up program optimizes modem, port
and Windows settings for maximum efficiency and speed,
increasing throughput and download speeds on all analog modems.
The CheckIt Internet Monitor automatically tracks download and
connection speeds, total on-line time by day or month, and
notifies surfers when connecting at below-average rates.
CheckIt Redial is available to continually redial an ISP until
a connection at average or above-average speed is obtained.
NetOptimizer also includes Active Update allowing users to
receive free program updates and enhancements.
CheckIt(R) CheckIt version 5 for Windows 95 collects detailed system October 1997
information, tests system components, pinpoints problems,
locates hidden conflicts, and restores critical system files
for fast and easy PC troubleshooting. CheckIt automatically
detects problems, identifies exactly what isn't working, and
guides the user directly to the information and tests needed to
fix it.
CheckIt The CheckIt Professional Edition features the portable, October 1997
Professional self-booting diagnostics of CheckIt for DOS, new
Edition (R) CheckIt v.5 for Windows 95 and the award-winning
PC-cillin 3.0 Anti-Virus. Professional technicians use this
product to troubleshoot PC problems, test hardware components,
diagnose setup conflicts, optimize modem configuration,
calibrate video components, benchmark PC performance, and
conduct burn-in and certification tests. The CheckIt
Professional Edition includes a year of free program upgrades
via the Internet.
PC-cillin(R) PC-cillin provides automatic protection from computer viruses. November 1995
PC-cillin monitors virus sources, adjusts protection (last update
automatically, and removes viruses. PC-cillin's exclusive July 1997)
patent-pending MacroTrap(R) technology detects both known and
unknown macro viruses. PC-cillin includes versions for Windows
95, Windows NT, Windows 3.x, and DOS.
FastMove!(R) A file synchronization and transfer program with ZIPSync that March 1995
keeps the files and directories on desktop PCs, laptops, (last update
networks and Zip drives, synchronized and up-to-date with the October 1996)
click of a button. ZIPSync is the first utility of its kind to
synchronize and catalog files on a Zip drive. FastMove!
Includes an Ultra Flex Parallel Transfer Cable.
</TABLE>
8
<PAGE> 9
RESULTS OF OPERATIONS
The following information should be read in conjunction with the
unaudited consolidated financial statements included herein. All dollar amounts
presented have been rounded to the nearest thousand and all percentages are
approximate.
The following table sets forth certain statement of operations data as a
percentage of total revenues for the three months ended March 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Revenue:
Product sales 98.5% 97.6%
Royalty income 1.5 2.4
----- -----
Total revenue 100.0 100.0
Cost of revenue 22.4 36.9
----- -----
Gross profit 77.6 63.1
Sales and marketing 43.6 46.5
General and administrative 14.8 11.2
Research and development 24.6 18.9
----- -----
Loss from operations (5.4) (13.5)
Other income, net 8.4 6.1
----- -----
Net income (loss) 3.0% (7.4)%
===== =====
</TABLE>
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 AND 1997
Revenue. Product sales decreased from 1997 to 1998 as PC-cillin sales
were impacted by the increasing competition in the anti-virus product market.
Royalty income decreased in 1998 as the product mix changed from royalty based
sales to direct product sales.
Gross Profit. Gross profit as a percentage of total revenues increased
from 63.1% in 1997 to 77.6% in 1998. The primary reason for this increase was
due to reduced royalty expense as the mix of products sold during 1998 included
more Company developed products.
Sales and Marketing Expense. The decrease in sales and marketing expense
was primarily attributable to a decrease in commissions, employee expense,
advertising, and outside services in 1998 as compared to 1997.
General and Administrative Expense. The decrease in general and
administrative expense from 1997 to 1998 was primarily attributable to a
decrease in employee related expenses. Due to the decrease in product sales,
general and administrative expenses increased as a percentage of total revenues
from 11.2% in 1997 to 14.8% in 1998.
Research and Development Expense. Research and development expense
decreased in 1998 from 1997 primarily because the Company reduced the use of
outside consultants. Due to the decrease in product sales, research and
development expenses increased as a percentage of total revenues from 18.9% in
1997 to 24.6% in 1998.
Other Income. Other income is comprised primarily of interest earned on
the Company's investments. Investment income declined in the first quarter of
1998 compared to the first quarter of 1997 as the Company reduced its investment
holdings to fund operations.
9
<PAGE> 10
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1998, the Company used cash
resources of $616,000 for operating activities, and purchased equipment totaling
$35,000. The Company also received proceeds from the sale of common stock and
repayment of notes receivable aggregating $18,000.
The Company's cash, cash equivalents, restricted cash, and investments
totaled $11,017,000 at March 31, 1998. Working capital decreased from $8,401,000
at December 31, 1997 to $7,906,000 at March 31, 1997. Cash and cash equivalents
decreased from $1,434,000 at December 31, 1997 to $418,000 at March 31, 1998.
The decrease in working capital and the decrease in cash and cash equivalents
was due primarily to increased holdings of long-term investments, decrease in
accounts payable, and increase in accounts receivable in the three months ended
March 31, 1998.
In September 1997, the Company negotiated a bank line of credit which
allows for borrowings up to $500,000 and expires in September 1998. Borrowings
will bear interest at the bank prime rate, and are collateralized by a $500,000
certificate of deposit. The bank prime rate at March 31, 1998 was 8.5%. There
were no borrowings under the bank line of credit at March 31, 1998. This line of
credit prohibits acquisitions of other entities without the prior approval of
the bank, and restricts the payments of cash dividends.
Management believes that the Company's existing cash and periodic
borrowings under the line of credit will be sufficient to fund the Company's
operations at currently anticipated levels through March 31, 1999. The Company
plans to use its cash resources to finance new product development and existing
product enhancements, expand internationally, and expand the direct sales force
for corporate customers. The execution of such plans may include strategic
acquisitions of, or investments in, businesses, products or technologies.
BUSINESS RISKS
This report on Form 10-KSB contains forward-looking statements that
involve risks and uncertainties. The actual future results of the Company could
differ materially from those statements. Factors that could cause or contribute
to such differences include, but are not limited to, those discussed below and
elsewhere in this report.
These risk factors include the risk that products under development
prove more difficult to develop than currently anticipated, resulting in delays
in reaching the market, significantly greater development costs, or even in
planned products having to be abandoned. Moreover, with or without delays in
bringing new products to market, it is possible that the Company's competitors
will bring to market successful competing products which reduce the size of, or
eliminate altogether, the market for the Company's planned products. In
addition, the software industry is characterized by rapid change and
technological advancement, including a trend by hardware manufacturers to
feature pre-loaded software packages in computers. This could reduce demand for
the Company's products, if such pre-loaded software performs many of the same
functions as the Company's currently marketed product or technology currently
under-development.
The utility software business is part of a fast changing industry and
the ability of the Company to grow or to predict future revenue is dependent to
a large extent on the ability of the Company to develop new products and new
versions of existing products. Given the results of the last two years, and the
competitive factors affecting this industry, as discussed elsewhere in this
report, management is unable to predict at this time whether the Company can be
successful at designing and developing products that can compete profitably in
this industry. Furthermore, several of the products currently under
consideration involve complicated diagnostic technologies which are
significantly more complex than those previously encountered in the development
of the Company's products. This may result in significant delays and greater
expense than normally encountered by the Company in the development of its
products.
10
<PAGE> 11
With respect to statements regarding the sales force and the plan to
broaden the Company's customer base, the Company intends on entering new markets
and, in so doing, will compete against other companies having greater resources.
There is a risk that the Company will not be able to penetrate these new markets
successfully, but will nonetheless incur sales and administrative expenses in
attempting to do so, as well as research and development costs. With regard to
the planned expansion of the Company's presence at retail chains, the Company
competes against many other software vendors both directly, in the form of
competing products, and indirectly, with even non-competing products for limited
shelf space at retailers and distributors. To a large extent, the Company's
success in this regard will be a function of the Company's ability to develop
new products or new versions of existing products, along with market acceptance
of the Company's products currently being sold at retail.
Management has assessed the impact of the transition to the year 2000 on
its products and the software applications that are used internally. Management
believes that all current versions of the Company's products are, and future
releases will be, year 2000-compliant. Management has received confirmation from
vendors of certain purchased software used internally by the Company that
current releases or upgrades eliminate any year 2000-related issues. The Company
believes that becoming year 2000-compliant has not had a significant impact on
the financial position or results of operations of the Company. If the Company
has failed to become year 2000-compliant with respect to any of its products,
such failure could have a material adverse effect on the Company.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 9, 1996 an entity known as Intervention, Incorporated
("Intervention") filed an action against the Company in the Superior Court of
the State of California, Contra Costa County (C 96-04476). Intervention claims
that it is a non-profit corporation bringing an action for the interests of the
general public. In essence, Intervention claims that the Company is engaged in
unfair competition and is violating California's Fair Packaging and Labeling Act
by filling the Software packages to "substantially less than their capacities."
Intervention seeks injunctive relief, unspecified attorneys' fees and damages of
$1,000,000. Eight other software companies have been named as defendants in
identical lawsuits in three different counties; all of the actions have been
coordinated in the San Francisco Superior Court (No. 4006). The Court sustained
the Company's demurrer to the complaint without leave to amend on January 23,
1998 and is in the process of filing an order to this effect. In the event of an
appeal, the Company will continue to defend itself vigorously. Based on its
current knowledge, the Company does not believe that this matter will have a
material adverse effect on the financial condition or results of operations of
the Company.
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
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
Exhibit 27 - Financial Data Schedule.
b. Reports on Form 8-K
None
12
<PAGE> 13
S I G N A T U R E S
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.
<TABLE>
<S> <C> <C>
TOUCHSTONE SOFTWARE CORPORATION
(Registrant)
/s/ Larry S. Jordan President, Chief Executive Officer
- --------------------------------------------------- and Director
Larry S. Jordan Dated: May 12, 1998
/s/ Ronald R. Maas Executive Vice President,
- --------------------------------------------------- Chief Financial Officer, Principal
Ronald R. Maas Dated: May 12, 1998 Accounting Officer and Director
</TABLE>
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<C> <S>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 418,135
<SECURITIES> 8,689,447
<RECEIVABLES> 944,223
<ALLOWANCES> 0
<INVENTORY> 283,296
<CURRENT-ASSETS> 10,558,364
<PP&E> 394,581
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,892,280
<CURRENT-LIABILITIES> 2,652,317
<BONDS> 0
0
0
<COMMON> 7,899
<OTHER-SE> 10,101,272
<TOTAL-LIABILITY-AND-EQUITY> 12,892,280
<SALES> 0
<TOTAL-REVENUES> 1,985,859
<CGS> 443,999
<TOTAL-COSTS> 2,093,037
<OTHER-EXPENSES> (166,132)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 58,954
<INCOME-TAX> 0
<INCOME-CONTINUING> 58,954
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 58,954
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
