UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1999
or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _________ to _________
Commission file number 0-935
BELL NATIONAL CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
California 94-1451828
- ------------------------------ --------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
900 North Franklin Street, Suite 210, Chicago, IL 60610
- ------------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code:
(312) 640-8810
Not applicable
----------------------------------------------------
(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 periods 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 [ ]
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 the court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issue's classes of
common stock, as of the latest practical date.
Common Stock, no par value-----11,982,142 shares as of May 14, 1999
<PAGE>
INDEX
BELL NATIONAL CORPORATION AND SUBSIDIARIES
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated balance sheets --- March 31, 1999 and
December 31, 1998
Consolidated statement of operations ---
Three months ended March 31, 1999 and for the
period March 16, 1998 (Inception) through March 31, 1998
Consolidated statements of cash flows ---
Three months ended March 31, 1999 and for the
period March 16, 1998 (Inception) through March 31, 1998
Notes to consolidated financial statements ---
March 31, 1999
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure of Market Risk
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
<PAGE>
PART I. FINANCIAL INFORMATION
BELL NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(Dollars in Thousands)
ASSETS
------
(Unaudited)
MARCH 31, DECEMBER 31,
1999 1998
------------- -----------
Current Assets:
Cash and cash equivalents. . . . . . $ 95 $ 700
Accounts receivable. . . . . . . . . 143 --
Inventories. . . . . . . . . . . . . 67 --
Prepaid expenses . . . . . . . . . . 133 35
-------- --------
Total current assets . . . . . 438 735
Fixed assets, net. . . . . . . . . . . 123 88
Other assets:
License, patents, and technology,
net. . . . . . . . . . . . . . . . 1,229 746
Acquisition escrow . . . . . . . . . 100 100
Other. . . . . . . . . . . . . . . . 84 30
-------- --------
Total assets . . . . . . . . . $ 1,974 $ 1,699
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts payable . . . . . . . . . . $ 674 $ 588
Customer deposits. . . . . . . . . . 109 --
Accrued payroll costs. . . . . . . . 119 81
Accrued expenses . . . . . . . . . . 215 71
Current maturities of notes
payable - related party. . . . . . 75 75
Current maturities of notes
payable. . . . . . . . . . . . . . 500 --
-------- --------
Total current liabilities. . . 1,692 815
Notes payable - related party,
less current maturities. . . . . . . 156 156
Stockholders' equity
Common stock, no par value;
authorized, issued and
outstanding 12,000,000 shares. . . 1,517 1,517
Accumulated deficit. . . . . . . . . (1,332) (789)
Cumulative translation adjustment. . (59) --
-------- --------
Total stockholders' equity . . 126 728
-------- --------
Total liabilities and
stockholders' equity . . . . $ 1,974 $ 1,699
======== ========
The accompanying notes are an integral part of
these consolidated financial statements.
<PAGE>
BELL NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Operations (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
For the Period
March 16, 1998
Three Months (Inception)
Ended Through
March 31, 1999 March 31, 1998
-------------- --------------
Net sales. . . . . . . . . . . . . . . $ 311 $ --
Cost and expenses:
Cost of goods sold . . . . . . . . . 157 --
Research and development . . . . . . 225 --
Selling, general and
administrative expenses. . . . . . 464 37
-------- --------
846 37
-------- --------
Operating loss . . . . . . . . . . . . (535) (37)
Other income (expenses)
Income (expense) - related party . . (9) --
Other, net . . . . . . . . . . . . . 1 --
-------- --------
(8) --
-------- --------
Loss before income taxes . . . . . . . (543) (37)
Income taxes . . . . . . . . . . . . . -- --
-------- --------
Net loss . . . . . . . . . . . . . . . $ (543) $ (37)
======== ========
Basic and fully diluted net loss
per common share . . . . . . . . . . $ (0.05) $ --
======== ========
Weighted average number of
common shares outstanding. . . . . . 12,000,000 12,000,000
========== ==========
The accompanying notes are an integral part of
these consolidated financial statements.
<PAGE>
BELL NATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows (Unaudited)
(Dollars in Thousands)
For the Period
March 16, 1998
Three Months (Inception)
Ended Through
March 31, 1999 March 31, 1998
-------------- --------------
Operating activities:
Net loss . . . . . . . . . . . . . . $ (543) $ (37)
Adjustments to reconcile net loss
to net cash used in operating
activities:
Depreciation and amortization. . . 41
Changes in assets and liabilities:
Increase in accounts receivable . (143)
Increase in inventories . . . . . (67)
Increase in prepaid expenses. . . (98)
License, patents, and technology . (9)
Increase in other assets . . . . . (54)
Increase in accounts payable . . . 86
Increase in customer deposits. . . 109
Increase in accrued expenses . . . 182
-------- --------
Net cash used in
operating activities . . . . (496) (37)
Cash used in investing activities:
Purchase of technology . . . . . . . (508)
Purchase of fixed assets . . . . . . (42) (10)
-------- --------
Net cash used in
investing activities . . . . (550) (10)
Cash flows from financing activities:
Issuance of notes payable. . . . . . 500
Sale of equity . . . . . . . . . . . 47
-------- --------
Net cash provided by
financing activities . . . . 500 47
-------- --------
Net increase in cash and
cash equivalents . . . . . . (546) --
Currency translation adjustment. . . . (59) --
Cash and cash equivalents,
at beginning of period . . . . . . . 700 --
-------- --------
Cash and cash equivalents,
at end of period . . . . . . . . . . $ 95 $ --
======== ========
Supplemental disclosure of
cash flow information:
Cash paid during the period for:
Interest . . . . . . . . . . . . . $ -- $ --
Income taxes . . . . . . . . . . . $ -- $ --
The accompanying notes are an integral part of
these consolidated financial statements.
<PAGE>
BELL NATIONAL CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited March 31, 1999)
NOTE A. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. 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 accruals)
considered necessary for a fair presentation have been included. Operating
results for the three-month period ended March 31, 1999 are not necessarily
indicative of the results that may be expected for the year ended
December 31, 1999.
The balance sheet at December 31, 1998 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Bell National Corporation and
Subsidiaries' annual report on Form 10-K for the year ended December 31,
1998.
NOTE B. OVERVIEW
Bell National Corporation ("Bell National" and together with its
subsidiaries the "Company") was incorporated in California on October 1,
1958. Through 1985, its principal subsidiary was Bell Savings and Loan
Association ("Bell Savings"), a state chartered savings and loan
association. On July 25, 1985, the Federal Home Loan Bank Board appointed
the Federal Savings & Loan Insurance Corporation ("FSLIC") as receiver of
Bell Savings. At the same time, the assets of Bell Savings were transferred
to a new, unrelated, federally chartered mutual savings and loan
association, Bell Federal. The FSLIC's action followed shortly after a
determination that Bell Savings had a negative net worth. On August 20,
1985, Bell National filed a voluntary petition under Chapter 11 of the
Bankruptcy Code. A plan of reorganization was approved by the Bankruptcy
Court, and became effective June 29, 1987.
On June 15, 1990, Bell National purchased 100% of the Common Stock of Payne
Fabrics, Inc., a designer and distributor of decorative drapery and
upholstery fabrics, for a purchase price of $6,493,000 and the issuance of
stock appreciation rights. On August 4, 1997 Payne Fabrics, Inc. sold
substantially all of its assets and most of its liabilities related to the
business of designing and distributing decorative drapery and upholstery
fabrics to Westgate Fabrics, Inc. ("Westgate"), an unaffiliated third party
(the "Asset Sale"). The Asset Sale included the transfer to the buyer of
the use and rights to the Payne Fabrics name, and accordingly, Payne
Fabrics, Inc., changed its name to PFI National Corporation ("PFI"). The
Asset Sale left PFI without any substantial assets and on August 4, 1997
all operations were ceased. Bell National's other wholly owned
subsidiaries, Bell Savings and Pacific Coast Holdings Insurance Company,
had no significant assets or liabilities. After the Asset Sale and before
December 1998, the Company had no business operations and its only
activities were administrative.
On December 4, 1998, the Company acquired InPath, LLC, a development-stage
company engaged in the design and development of medical instruments and
related tests. In the acquisition, Bell issued 4,288,790 shares of Common
Stock and warrants to purchase 3,175,850 shares of Common Stock to the
members of InPath in exchange for their units of membership interest in
InPath and the senior executives of InPath assumed management control of
the Company. The warrants were issued with the right to convert subject to
approval by stockholders' of an increase in the authorized Common Stock of
the Company. In conjunction with the acquisition, certain stockholders of
the Company, comprising holders of more than 50% of the currently
outstanding Common Stock of the Company, agreed to vote their shares in
favor of the proposal to increase the number of authorized shares of Common
Stock of the Company, to elect a slate of directors recommended by former
InPath members and original Company stockholders, and to appoint former
InPath executive officers to executive officer positions of the Company.
After the transaction, the former members of InPath held approximately 36%
of the Common Stock then outstanding, and will hold approximately 50% of
the Common Stock outstanding after conversion of all warrants issued in the
transaction.
Based upon the terms of the acquisition agreement, for financial reporting
and accounting purposes the acquisition has been accounted for as a reverse
acquisition whereby InPath is deemed to have acquired the Company. However,
the Company is the continuing legal entity and registrant for both
Securities and Exchange Commission filing purposes and income tax filing
purposes. Because the Company was a non-operating public shell company with
nominal assets and InPath was a private operating company, the acquisition
has been recorded as the issuance of stock for the net monetary assets of
the Company, accompanied by a recapitalization, and no goodwill or other
intangible assets were recorded. Accordingly, the Consolidated Financial
Statements presented hereunder only include the operations of InPath from
March 16, 1998 (inception) and the operations of the Company from
December 4, 1998.
On January 4, 1999, the Company's wholly owned French subsidiary, Samba
Technologies, SARL completed the acquisition of the Samba department of
Unilog Regions SA. The Samba department designs, develops and markets
software-based products used in automated image cytometry and tele-medicine
applications including tele-pathology and tele-radiology. The purchase
price of the acquisition was approximately $580,000, of which $100,000 was
paid as a deposit on December 15, 1998. At the time of the closing, Samba
Technologies entered into employment arrangements with the former Samba
department employees and assumed the day-to-day operations. Since the
acquisition, Samba has continued to develop and market the full line of
Samba products. The operations of Samba Technologies, SARL are included in
the consolidated financial statements for the three months ended March 31,
1999.
The Company has incurred a significant operating loss since its inception.
The Company expects that significant on-going operating expenditures will
be necessary to successfully implement its business plan and develop,
manufacture and market its products. These circumstances raise substantial
doubt about the Company's ability to continue as a going concern.
Implementation of the Company's plans and its ability to continue as a
going concern depend upon its acquiring substantial additional financing.
Management's plans include efforts to obtain additional capital. The
Company was recently successful in raising $500,000 to finance its
operations: however, there can be no assurance that the Company's efforts
to raise additional capital will be successful. If the Company is unable to
obtain adequate additional financing or generate profitable sales revenues,
management may be required to curtail the Company's product development and
other activities and may be forced to cease operations.
NOTE C. NOTES PAYABLE
In January, the Board of Directors authorized the Company to raise up to
$1,500,000 in debt or new equity to provide funding for current operations.
On March 1, 1999 the Company received $500,000 in cash from Seaside
Partners, LP in exchange for the issuance of a convertible note due
January 28, 2000 bearing interest at the rate of 6% per annum. The maturity
date of the note may be extended by the Company to June 30, 2000. The note
and any accrued interest due thereon shall be automatically converted into
<PAGE>
shares of Common Stock at a conversion price of $0.33 per share when the
Company completes a reverse merger into its wholly owned subsidiary
Ampersand Medical Corporation, a Delaware company, and receives at least
$5,000,000 from any additional debt or equity offerings, excluding the
$1,500,000 currently authorized by the Board. The conversion price may be
lowered based on certain circumstances related to the pricing of future
debt or equity offerings but may never be lowered below $0.20 per share.
Denis M. O'Donnell, who is a director of the Company, is a member and
manager of Seaside Advisors, L.L.C., a firm that provides investment
management services to Seaside Partners.
NOTE D. ACQUISITION ESCROW
On March 8, 1999 the Company signed a Letter of Intent with AccuMed
International, Inc., to license the technology and intellectual property
related to the AcCell Cytopathology System, a series of automated
microscopy workstations, and to purchase certain related inventories and
manufacturing equipment. The License will provide the Company with the
exclusive right to use, manufacture and sell products utilizing the
technology and intellectual property in certain market segments and non-
exclusive rights in others. The Company deposited $100,000 in earnest money
with AccuMed. Closing of the transaction, which must take place within
ninety days, is subject to due diligence, the drafting and preparation of
the terms and conditions of the License and purchase agreement, and
approval of the Boards of Directors of both companies. The final purchase
price will be determined based on the quantities and valuation of the
physical inventory of instruments and materials.
NOTE E. SUBSEQUENT EVENTS
In mid April 1999 the Company received $133,000 in cash from two private
investors in exchange for the issuance of convertible notes, in amounts of
$100,000 and $33,000, due January 28, 2000 bearing interest at the rate of
6% per annum. The maturity date of the notes may be extended by the Company
to June 30, 2000. The notes and any accrued interest due thereon shall be
automatically converted into shares of Common Stock at a conversion price
of $0.33 per share when the Company completes a reverse merger into its
wholly owned subsidiary Ampersand Medical Corporation, a Delaware company,
and receives at least $5,000,000 from any additional debt or equity
offerings, excluding the $1,500,000 currently authorized by the Board. The
conversion price may be lowered based on certain circumstances related to
the pricing of future debt or equity offerings but may never be lowered
below $0.20 per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
Revenues and expenses. See Note B to the Consolidated Financial Statements
at March 31, 1999 for background and historical information on the Company.
The Company had minimal operations during the first quarter of 1998. The
company is primarily engaged in the design and development of new products.
With the exception of the products and services marketed by the Company's
wholly owned subsidiary, Samba Technologies, SARL, all other products have
not as yet been introduced to the market for sale. The Company's revenue
for the Quarter ended March 31, 1999, amounting to $311,000, was derived
entirely from the sale of Samba products.
Cost of sales, amounting to $157,000 was related entirely to the products
and services sold by Samba during the 1999 period.
Research and development expenses were $225,000 for the 1999 period. The
costs represent contracted development and consulting services,
manufacturing design services, contract research, and in-house development
personnel, laboratory expense, and research administration. The Company
incurred no research and development costs from its inception through
March 31, 1998.
<PAGE>
Selling, general, and administrative expenses were $464,000, consisting
primarily of administrative and sales salaries, legal and professional fees
related to the Company's recent merger, public filings, pending equity
financings, and acquisitions. The selling, general, and administrative
expenses for the period from inception through March 31, 1998 were $37,000
and consist primarily of legal costs related to start-up, travel related to
acquisitions, and contributions to professional organizations representing
individuals in healthcare fields where the Company's products might be
marketed.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for research and development
expenses of its InPath products and to fund the acquisition of other
companies or technologies related to its product strategy.
During the three months ended March 31, 1999, the Company had negative cash
flow of approximately $546,000. Of this amount, approximately $479,000 was
used to make the final payment on the purchase of the Samba department of
Unilog Regions SA on January 4, 1999. Samba Technologies, SARL, the wholly
owned subsidiary of the Company, assumed the operations of the Samba
department from that day forward and has been approximately cash-flow
neutral during the quarter.
In March 1999, the Company signed a Letter of Intent with AccuMed
International, Inc. to license technology related to the AcCell
Cytopathology System. In addition the Company agreed to purchase certain
inventories and related manufacturing equipment. The Company has deposited
$100,000 in escrow with AccuMed to bind the agreement, the close of which
is subject to completion of due diligence and final contract documents by
June 7, 1999.
In March 1999, the Company received $500,000 in cash from Seaside Partners,
L.P., a hedge fund, and issued Seaside Partners a $500,000 convertible note
which, upon approval by the stockholders of an increase in the number of
authorized common shares of the Company, will automatically convert into
approximately 1,515,000 shares of Common Stock, subject to certain
contingencies having been met. Denis M. O'Donnell, who is a director of
the Company, is a member and manager of Seaside Advisors, L.L.C., a firm
that provides investment management services to Seaside Partners.
In April 1999, the Company received $133,000 in cash from two unrelated
private investors and issued to those investors two convertible notes in
the amount of $100,000 and $33,000 respectively. The notes bear the same
terms and conditions as the Seaside Partners note described above.
The Company's Board has authorized the placement of an additional $877,000
in Convertible Promissory Notes under similar terms and conditions to the
Notes issued in March and April 1999. The Board has also authorized
management to seek additional sources of funding through private placements
of either debt or equity instruments.
The operation of the Company has been, and will continue to be, dependent
upon management's ability to raise operating capital in the form of debt or
equity. The Company has incurred a significant operating loss since its
inception. The Company expects that significant on-going operating
expenditures will be necessary to successfully implement its business plan
and develop, manufacture and market its products. These circumstances raise
substantial doubt about the Company's ability to continue as a going
concern. There can be no assurance that the Company will be able to obtain
additional capital to meet its current operating needs, or to complete
pending or contemplated licenses or acquisitions of technologies. If the
Company is unable to raise sufficient additional capital, or generate
profitable sales revenues, management may be forced to substantially
curtail product research and development and other activities and may be
forced to cease operations.
<PAGE>
The Company's internally used computer equipment is Year 2000 compliant.
The software suites and systems currently sold by Samba are also Year 2000
compliant. Older installations of the Samba software suite may not be Year
2000 compliant, and Samba has been contracted by some customers to upgrade
their systems to Year 2000 compliance. Samba is obligated under maintenance
contracts with other customers to insure that their systems are Year 2000
compliant, and Samba believes that the revenue derived from those
maintenance contracts is sufficient to cover the cost of bringing the
systems into compliance. The Company does not anticipate that it will incur
any material costs related to compliance with Year 2000 issues.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS
OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
Certain statements throughout this report are forward looking. These
statements are based on the Company's current expectations and involve many
risks and uncertainties. Some of these risks and uncertainties are factors
that affect all international businesses, while others are specific to the
Company and the areas of the medical-products industry in which it
operates.
The factors below in some cases have affected and could affect the
Company's actual results, causing results to differ, possibly materially,
from those expressed in this report's forward-looking statements. These
factors include: economic conditions; technological advances in the
medical field; demand and market acceptance risks for new and existing
products, technologies, and healthcare services; the impact of competitive
products and pricing; manufacturing capacity; new plant start-ups; U.S. and
international regulatory, trade and tax policies; product development
risks, including technological difficulties; ability to enforce patents;
and unforeseen foreign regulatory and commercialization factors.
Currency fluctuations are also a significant variable for global companies,
especially fluctuations in local currencies where hedging opportunities are
unreasonably expensive or unavailable. If the value of the U.S. dollar
strengthens relative to the currencies of the countries in which the
Company markets or intends to market its products, the Company's ability to
achieve projected sales and net earnings in such countries could be
adversely affected.
The Company believes that its expectations with regard to forward-looking
statements are based upon reasonable assumptions within the bounds of its
knowledge of its business and operations, but there can be no assurance
that the actual results or performance of the Company will conform to any
future results or performance expressed or implied by such forward-looking
statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not engage in any hedge transactions or hold any
derivative financial instruments. As of March 31, 1999, the Company was not
exposed to any material interest-rate, foreign-currency, commodity-price,
equity-price or other type of market or price risk. The Company's wholly
owned subsidiary conducts the majority of its operations in Europe using
local European currencies and the EURO. The cumulative translation
adjustment as of March 31, 1999 was approximately $59,000 and primarily
represents currency fluctuation on capital investments and inter-company
balances of Samba.
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits. The following exhibit is filed herewith:
Exhibit
Number Description
-------- -----------
27 Financial data schedule.
Reports on Form 8-K.
On January 19, 1999, the Company filed a Form 8-K to report the
acquisition of the Samba department of Unilog Regions SA by the Company's
Samba Technologies subsidiary. The financial statements and pro forma
financial information required for this Form 8-K were filed in an Amendment
to Form 8-K on March 22, 1999.
On February 16, 1999, the Company filed an Amendment to Form 8-K
amending the Form 8-K filed by the Company on December 18, 1998 reporting
the change of control of the Company and the Company's acquisition of
InPath on December 4, 1998 in connection with the Company's entry into the
Stock and Membership Interest Exchange Agreement, Claims Settlement
Agreement and Stockholders Agreement. The February 16, 1999 Amendment
provided the financial statements and pro forma financial information
required for the Form 8-K.
<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
BELL NATIONAL CORPORATION
/s/ Leonard R. Prange
-------------------------------------
Leonard R. Prange
President and Chief Financial Officer
and Principal Accounting Officer
Date: May 17, 1999
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
27 Financial data schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BELL NATIONAL CORPORATION CONSOLIDATED BALANCE SHEET; (UNAUDITED) FOR
MARCH 31, 1999 AND THE CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) FOR
THE THREE MONTHS ENDED MARCH 31, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 95
<SECURITIES> 0
<RECEIVABLES> 143
<ALLOWANCES> 0
<INVENTORY> 67
<CURRENT-ASSETS> 438
<PP&E> 123
<DEPRECIATION> 7
<TOTAL-ASSETS> 1,974
<CURRENT-LIABILITIES> 1,692
<BONDS> 0
<COMMON> 1,517
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,974
<SALES> 311
<TOTAL-REVENUES> 311
<CGS> 157
<TOTAL-COSTS> 157
<OTHER-EXPENSES> 689
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9
<INCOME-PRETAX> (543)
<INCOME-TAX> 0
<INCOME-CONTINUING> (543)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (543)
<EPS-PRIMARY> (0.04)
<EPS-DILUTED> (0.04)
</TABLE>
