<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 1996
[ ] 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 33-00139-A
NOUVEAU INTERNATIONAL, INC.
(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 23-2932617
(State or other jurisdiction of incorporation
or organization) (I.R.S. Employer Identification No.)
</TABLE>
212 PHILLIPS ROAD, EXTON, PA 19341
(Address of principal executive offices)
(610) 524-8393
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
[X] YES [ ] NO
As of May 15, 1996, the number of shares of Common Stock issued and outstanding
was 11,249,988.
<PAGE> 2
NOUVEAU INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -- March 31,1996 and March
31,1995................................................................... 1
Condensed Consolidated Statements of Operations -- For the three months
ended March 31, 1996 and 1995............................................. 2
Statements of Change in Stockholders Equity............................ 3
Condensed Consolidated Statements of Cash Flows -- For the three months
ended March 31,1996 and 1995.............................................. 4
Notes to Condensed Consolidated Financial Statements................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations..................................................... 9
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings............................................. N/A
Item 2. Changes in Securities......................................... N/A
Item 3. Defaults Upon Senior Securities............................... N/A
Item 4. Submission of Matters to a Vote of Security Holders........... N/A
Item 5. Other Information............................................. N/A
Item 6. Exhibits and Reports on Form 8-K.............................. 12
</TABLE>
<PAGE> 3
NOUVEAU INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
MARCH 31, 1996
--------------
<S> <C>
ASSETS
Current assets:
Cash....................................................................... $ 131,448
Accounts receivable, Trade................................................. 147,811
Loans receivable, Officer.................................................. 200,000
Inventory (Notes B[3] and C)............................................... 3,060,082
Settlement receivable (Note D)............................................. 85,198
Prepaid Expenses........................................................... 22,186
Due from affiliate (Note E)................................................ 32,287
--------------
Total current assets.................................................... 3,679,012
Property and equipment, net (Notes B [4] and F).............................. 160,090
Settlement receivable (Note D)............................................... 448,142
Other assets................................................................. 86,501
TOTAL...................................................................... $4,373,745
LIABILITIES
Current liabilities:
Current portion of prepetition liabilities (Note H)........................ $ 125,196
Accounts payable, accrued expenses and other current liabilities........... 286,655
Dividends payable (Note I)................................................. 30,333
--------------
Total current liabilities............................................... 442,184
Prepetition liabilities (Note H)............................................. 142,196
Fees payable(Note D)......................................................... 150,000
--------------
Total liabilities....................................................... 734,380
--------------
STOCKHOLDER'S EQUITY
Preferred stock, 70,000 shares, 4% cumulative convertible redeemable
(Note I)................................................................... 3,108,333
Common stock 25,000,000 of shares authorized,
11,249,988 of shares issued and outstanding................................ 11,250
Additional paid in capital................................................... 373,464
Retained earnings............................................................ 146,318
--------------
Total stockholder's equity.............................................. 3,639,365
--------------
TOTAL...................................................................... $4,373,745
===========
</TABLE>
Attention is directed to the accompanying notes to condensed consolidated
financial statements.
1
<PAGE> 4
NOUVEAU INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------------
1996 1995
---------- -----------
(DEBTOR-IN-
POSSESSION)
<S> <C> <C>
Revenues:
Net sales..................................................... $ 260,841 $ 41,919
Cost of goods sold............................................ 234,880 34,956
---------- -----------
Gross profit.................................................. 25,961 6,963
---------- -----------
Operating expenses:
General and administrative.................................... 585,124 85,763
Selling....................................................... 170,846 12,072
---------- -----------
755,970 97,835
---------- -----------
Loss from operations............................................ (730,009) (90,872)
Other income (expenses) :
Miscellaneous income.......................................... 29,400
Interest income............................................... 21,578
Interest expense.............................................. (1,741) ( 9,977)
---------- -----------
(19,837) 19,423
---------- -----------
NET LOSS...................................................... (710,172) (71,449)
========== ==========
Net loss per share of common stock............................ $ (.06) $ (.01)
========== ==========
Weighted average shares of common stock outstanding........... 11,249,988 11,249,988
========== ==========
</TABLE>
Attention is directed to the accompanying notes to condensed consolidated
financial statements.
2
<PAGE> 5
NOUVEAU INTERNATIONAL, INC. AND SUBSIDIARIES
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
(CAPITAL DEFICIENCY)
<TABLE>
<CAPTION>
PREFERRED
STOCK
70 SHARES
4% CUMULATIVE, COMMON STOCK, $.001 PAR VALUE
CONVERTIBLE 25,000,000 SHARES AUTHORIZED, ADDITIONAL TOTAL
REDEEMABLE 11,249,988 SHARES PAID-IN RETAINED EARNINGS STOCKHOLDER'S EQUITY
(NOTE 1) ISSUED AND OUTSTANDING CAPITAL (DEFICIT) (CAPITAL DEFICIENCY)
-------------- ---------------------------- ---------- ----------------- --------------------
<S> <C> <C> <C> <C> <C>
Balance - January 1, 1996 $389,714 $ 995,156 $ 1,384,870
Net effect of the Exchange of
6,750,000 shares of HMI's
common stock for all of the
outstanding shares of Nouveau
International, Inc.'s
common stock (378,464) 373,464 (5,000)
Issuance of 70 shares of
Series A 4% Cumulative
Convertible Redeemable
Preferred Stock 3,000,000 3,000,000
Net (loss) (710,172) (710,172)
Accretion for preferred stock
dividends payable (30,333) (30,333)
Accretion for preferred stock
liquidation preference 108,333 (108,333)
---------- -------- -------- ----------- -----------
BALANCE - March 31, 1996 $3,108,333 $ 11,250 $373,464 $ 146,318 $ 3,639,365
========== ======== ======== =========== ===========
Balance - January 1, 1995 $389,714 $(6,598,828) $(6,209,114)
Net (loss) (71,449) (71,449)
----------- -----------
BALANCE - March 31, 1995 $389,714 $(6,670,277) $(6,280,563)
======== =========== ===========
</TABLE>
3
<PAGE> 6
NOUVEAU INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
-------------------------
1996 1995
--------- -----------
(DEBTOR-IN-
POSSESSION)
<S> <C> <C>
Cash flows from operating activities:
Net loss......................................................... $(710,172) $ (71,449)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization................................. 4,270 25,763
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable............... (125,728) 17,243
Decrease in inventory.................................... 114,577 14,596
(Increase) in prepaid expenses and other assets.......... (47,213) (500)
(Decrease) Increase in accounts payable and accrued
expenses:
Prepetition............................................ (20,186) 12,944
Postpetition........................................... 19,015 (14,539)
Decrease in settlement receivable........................ 277,496
(Decrease) in fees payable............................... (75,000)
--------- -----------
Net cash used in operating activities............................ (562,941) (15,942)
--------- -----------
Cash flows used in investing activities:
Loans paid to officer............................................ (200,000)
Purchase of property and equipment............................... (47,110)
--------- -----------
Net cash used in investing activities.................... (247,110)
--------- -----------
Cash flows from financing activities:
Sale of preferred stock.......................................... 3,500,000
Payment of offering fees......................................... (500,000)
Payment of prepetition liabilities............................... (2,251,708)
Repayment of working capital loans to stockholder................ (183,764)
--------- -----------
Net cash provided by financing activities.............. 564,528
--------- -----------
NET (DECREASE) IN CASH............................................. (245,523) (15,942)
CASH -- BEGINNING OF PERIOD........................................ 376,971 16,932
--------- -----------
CASH -- END OF PERIOD.............................................. $ 131,448 $ 990
========= ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest......................... $ 1,741 $ 1,360
</TABLE>
Attention is directed to the accompanying notes to condensed consolidated
financial statements.
4
<PAGE> 7
NOUVEAU INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(NOTE A) -- Merger Between Health Management, Inc. and Nouveau International,
Inc.
In January 1996, all of the outstanding stock of the Company was acquired
by Health Management, Inc. ("HMI") in exchange for 6,750,000 shares,
representing 60% of HMI common stock. HMI was a nonoperating company, therefore
this transaction was accounted for as a recapitalization instead of a business
combination.
(NOTE B) -- Business and Summary of Significant Accounting Principles:
(1) THE COMPANY:
Nouveau International, Inc. and subsidiaries (the "Company")
manufactures and distributes hot food vending machines and related food
products. The Company uses certain proprietary machine and food
technology in the manufacture of its products.
On October 24,1994, the Company (the "Debtor") filed petitions for
relief under Chapter 11 of the federal bankruptcy laws in the United
States Bankruptcy Court and subsequently submitted a plan of
reorganization to the court. Under Chapter 11, certain claims against
the Debtor in existence prior to the filing of the petitions for relief
under the federal bankruptcy laws were stayed while the Debtor continued
business operations as Debtor-in-possession. On December 8, 1995 the
plan of reorganization (the "Plan") was confirmed.
(2) PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements of Nouveau International, Inc.
include the accounts of its wholly owned subsidiaries, Nouveau Foods
International, Inc. and Nouveau Vend International, Inc. Intercompany
balances have been eliminated in the consolidated financial statements.
(3) INVENTORIES:
Inventories are valued at the lower of cost (first-in, first-out method)
or market.
(4) PROPERTY AND EQUIPMENT:
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided using the straight-line method over the
estimated useful lives of the assets (5 to 7 years).
(5) REVENUE RECOGNITION:
Revenue is recognized when goods are shipped.
(6) RESEARCH AND DEVELOPMENT:
Research and Development costs are expensed as incurred.
(7) INCOME TAXES:
The Company accounts for income taxes in accordance with the provisions
of SFAS No. 109 "Accounting for Income Taxes." SFAS No. 109 provides for
income taxes to be accounted for based on the difference between
reported amounts of assets and liabilities and their tax bases.
The confirmation of the plan of reorganization, has eliminated all net
operating loss carryforwards which were available to offset future
taxable income.
(8) USE OF ESTIMATES:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
(9) EARNINGS PER SHARE:
Earnings (loss) per share is based on the weighted average number of
shares outstanding during each period retroactively restated for the
exchange and merger with "HMI" described in Note A, as if this
transaction took place at the beginning of the period.
5
<PAGE> 8
(NOTE C) -- Inventories:
Inventories consist of the following:
<TABLE>
<CAPTION>
MARCH 31, 1996
<S> <C>
Component parts.............................................................. $1,461,362
Work-in-process.............................................................. 151,800
Finished machines............................................................ 1,446,920
--------------
Total........................................................................ $3,060,082
===========
</TABLE>
Included in inventory at March 31, 1996 is approximately $900,000 of parts
and substantially all of the work-in-process and finished machines, which were
received from a vendor pursuant to the litigation settlement referred to in Note
D. These goods were valued at their current replacement cost.
(NOTE D) -- Litigation Settlement:
In 1995, the Company settled a lawsuit with the former supplier of its
vending machines. Under the terms of the settlement agreement, the supplier
canceled accounts payable of $884,975 and agreed to pay the Company cash of
$3,938,000 and deliver to the Company inventory parts, work-in-process and
finished machines held by them, which were valued at $2,592,914. The Company has
received cash payments totaling $3,338,000 through March 1996; the remaining
balance is due in installments of $100,000 in June 1996 and a final installment
of $500,000 in June 1997.
The settlement balance receivable is shown at its net present value
discounted at an effective interest rate of 11% per annum. The bankruptcy court
ordered that a portion of the cash proceeds of the settlement be used to pay a
secured claim owed to a creditor (Note G) and attorneys' fees for services
rendered in connection with the settlement of the lawsuit. Fees payable to the
litigating attorneys amount to $225,000 at March 31,1996. The current portion
due of $75,000 is included in accounts payable and accrued expenses in the
accompanying balance sheet.
(NOTE E) -- Due From Affiliate:
Due from affiliate consists of a loan due on demand from a company which is
wholly owned by the stockholder of the Company.
(NOTE F) -- Property and Equipment:
Property and equipment consists of the following:
<TABLE>
<CAPTION>
MARCH 31, 1996
--------------
<S> <C>
Machinery and equipment...................................................... $ 244,267
Furniture and fixtures....................................................... 51,486
Transportation equipment..................................................... 13,596
--------------
309,349
Less accumulated depreciation................................................ 149,259
--------------
Total...................................................................... $ 160,090
===========
</TABLE>
6
<PAGE> 9
(NOTE G) -- Prepetition Liabilities:
Prepetition liabilities consists of the following:
<TABLE>
<CAPTION>
MARCH 31, 1996
<S> <C>
Priority:
Former stockholder......................................................... 10,000
--------------
10,000
--------------
Unsecured:
Stockholders............................................................... 15,638
Trade and other miscellaneous claims....................................... 145,236
Former investor............................................................ 96,518
--------------
257,392
--------------
Total................................................................... 267,392
Less current portion....................................................... 125,196
--------------
Noncurrent portion......................................................... $ 142,196
===========
</TABLE>
In January 1996, the Company used a portion of the proceeds received from the
sale of preferred stock (Note I) to pay the remaining balance of secured claims
owed to the former investor of $2,244,708.
Priority claims consist of unpaid rent due to a former stockholder for leased
premises which were vacated in 1995.
Upon confirmation of the plan of reorganization, unsecured claims, including
those due to certain stockholders and the former investor were settled for 10%
of their prepetition amount and are payable in two equal installments of 5% each
in December 1996 and December 1997.
Minimum payments remaining for all claims due under the plan of
reorganization are as follows:
<TABLE>
<CAPTION>
PRIORITY UNSECURED TOTAL
-------- --------- --------
<S> <C> <C> <C>
1996................................... $ 125,196 $125,196
1997................................... 10,000 132,196 142,196
-------- --------- --------
$ 10,000 $ 257,392 $267,392
======= ======== ========
</TABLE>
7
<PAGE> 10
(NOTE H) -- Commitments and Contingencies:
The Company occupies premises pursuant to an operating lease which expires
in July 1998. In addition, the Company entered into a three year lease in
January 1996 for a building which it intends to use as a facility to assemble
and store pizza vending machines. The new lease expires on March 31,1999. These
leases are subject to escalation's for the Company's pro rata share of real
estate taxes and operating expense. Future minimum rental payments, exclusive of
escalation payments for taxes and utilities, under these leases are as follows:
<TABLE>
<S> <C>
Nine months ending December 31,
1996............................................... $ 50,844
Year ending December 31,
1997............................................... 73,440
1998............................................... 37,662
--------
Total......................................... $161,946
========
</TABLE>
The Company also leases certain storage facilities on a month-to-month
basis. For three months ended March 31,1996, rent expense totaled $10,800. For
the same period ended in 1995, rent expense amounted to $12,600 which was paid
to a former stockholder.
In February 1996, NI formed Noveau Equities, Inc. and entered into
contract for the purchase of a building in which it will construct and operate
a food processing plant. The purchase price of the building is $1,360,000. NI
has made a nonrefundable down payment of $40,000 and is currently seeking
additional financing which is needed to fund the balance of the purchase
price. There in no assurance that such financing will be obtained.
(NOTE I) -- Preferred Stock:
In January 1996, in a private placement offering, the Company sold 70
units, each unit consisting of 1 share of 4% cumulative redeemable preferred
stock and 1,608 common stock purchase warrants for $3,500,000. The preferred
stock is mandatorily redeemable at a price per share which is equal to the
original issuance price plus accrued dividends on the earlier of the date of a
public offering of its common stock for minimum gross proceeds of $5,000,000 or
January 4, 1997. In the event it is not redeemed through a public offering, the
Company has the right to convert the preferred stock into 1,125,000 shares of
common stock. The preferred stock has a liquidation value equal to the
redemption value.
Each common stock purchase warrant entitles the holder to purchase one
share of the new Company's common stock at an exercise price of $.50 per share.
The warrants expire in January 1999.
(NOTE J) -- Related Party Transactions
In December 1994, the Company entered into a joint venture to distribute
the Company's products in Europe. The joint venture company called Nouveau
Cordon Bleu ("NCB") is incorporated in Ireland. The Company's investment in NCB
consists of providing certain proprietary technology and managerial support in
exchange for a 50% interest in any profits generated by NCB. The Company is not
required to provide any capital to NCB nor does it share in any of NCB's losses.
The licensing agreement with NCB requires NCB to purchase a minimum of 1,000
machines per year. In addition NCB will also assist the Company in selling
master distributorships in Europe. Each distributorship sold by NCB will also be
required to purchase a minimum number of machines annually in order to maintain
their exclusive right to sell the Company's products in their respective
designated regions.
During the time in which the Company was in bankruptcy proceedings, the
parties agreed to suspend all performance requirements provided for in the joint
venture agreement. Sales to NCB since its inception amount to approximately
$137,000. All of these sales occurred during the Quarter Ended March 31,1996.
The operations of NCB are being wound down and the Company will seek direct
relationships with Master distributors for its products.
8
<PAGE> 11
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
BACKGROUND
In January 1996, Health Management, Inc. ("HMI"), a Florida corporation,
which at the time had not engaged in any business for over two years and had
virtually no assets, reincorporated in the State of Delaware and exchanged its
common stock for all of the outstanding capital stock of Nouveau International,
Inc. ("Nouveau PA"), a Pennsylvania corporation. HMI also changed its name to
Nouveau International, Inc. following the acquisition of Nouveau PA. References
herein to the Company's products, business operations and financial condition
refer to the products, business operations and financial condition of Nouveau PA
unless otherwise indicated. During 1995 the Company was in bankruptcy
proceedings and had essentially ceased operations. In December 1995, the Company
emerged from bankruptcy and in January 1996 completed a private placement of
it's securities which provided the Company with funds to recommence operations.
Therefore, management does not believe that a comparison of financial operations
and conditions to the corresponding period in 1995 would be meaningful.
RESULTS OF OPERATIONS
During the three months ended March 31, 1996, the net loss was ($710,172)
compared to a net loss of ($71,449) for the three months ended March 31, 1995.
During the period ended March 31, 1996, the Company had net sales of $260,841
compared with net sales of $41,919 for the three months ended March 31, 1995.
Revenues consisted of approximately $215,600 in machine sales and approximately
$45,200 in food product sales. Substantially all of the revenues were from
foreign sales with a majority of sales to a joint venture partner. All of the
machines sold were pizza vending machines. Beginning in he second quarter the
Company began to market sandwich vending machines.
Operating expenses for the three months ended March 31, 1996 totaled
$755,970 including research and development costs of $89,207. For the three
months ended March 31, 1995 operating expenses were $97,835.
Selling expenses account for $170,846 of the total operating expenses for
the period ended March 31, 1996. Administrative salaries totaled approximately
$182,400 for the period ended March 31, 1996, as compared to approximately
$26,000 for the quarter ended March 31, 1995. Accounting and Legal fees equaled
approximately $181,500 for the three months ended March 31, 1996, while no
expenditures where paid on these types of services at March 31, 1995.
Dividends accrued on the Company's preferred stock at March 31, 1996
equaled $30,333.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company had working capital of approximately
$3,242,000 compared to a working capital deficiency of $4,729,199 at March 31,
1995.
During the period ending March 31, 1996, the Company advanced $200,000 to
its Chief Executive Officer. In April 1996, $100,000 of the advance was repaid
with interest.
During the period ending March 31, 1996, the Company received $3,045,000 in
net proceeds from the private placement of securities. Substantially all of
these funds were expended during the period.
In March 1996, the Company received $300,000 persuant to a lawsuit settled
in June 1995. The remaining balance is due in installments of $100,000 in June
1996 and $500,000 in June 1997. The settlement was with a former manufacturer of
the Company's vending machines. The total amount of the settlement was
$5,979,000 consisting of cash of $3,938,000 (present value $3,752,000),
inventory valued at $2,592,000, and cancellation of $884,000 of accounts
payable, less fees payable to the litigating attorneys of $1,250,000. The
Company used the major portion of the cash received to repay a secured creditor.
The Company is currently selling vending machines from the inventory received in
the settlement.
The Company currently obtains its pizza food products from a sole vendor
pursuant to a co-pack agreement. The agreement provides that the price can be
adjusted by the vendor annually. The agreement
9
<PAGE> 12
may be terminated by the vendor at any time upon ninety days notice. The Company
has been notified by the vendor of a price increase. The Company is also
concerned with the quality of the food products being produced by the vendor and
is taking extra measures to ensure the quality of the food products. These extra
measures are increasing the Company's cost for its food products. The loss of
this product source at this time would have a material adverse effect on the
Company's operation. In order to more closely control the cost and quality of
its food products as well as have a more secure source of food products, the
Company, in February 1996, entered into an agreement to purchase a facility
capable of manufacturing the Company's food products. The Company has paid
$50,000 to lease the facility until the closing on the sale which is scheduled
for August 1996. At closing the Company will be required to pay $1,320,000 to
purchase the facility. Management presently estimates that it will cost
approximately $700,000 to renovate the facility so that the Company can begin
food manufacturing operations. The Company is currently in negotiations with a
commercial bank to secure the financing for the purchase and renovations.
The Company will also need additional funds to finance the manufacturing of
its vending machines. The amount of funds will be determined by the number of
vending machines that are ordered. The Company's current inventory can supply
approximately 728 machines provided that additional parts are ordered.
As of May 15, 1996, the Company had limited cash resources. The Company is
also experiencing delays in payments from its distributors. On May 15, 1996, the
Company received an advance of $50,000 on a demand basis. Interest is payable on
the advance at a rate of 10%.
The Company will require additional funding to fund its food production
operation, for working capital and to purchase vending machines. The Company is
currently in the process of attempting to raise additional financing through a
private placement of its debt securities to meet its short term capital needs.
The Company is also seeking additional sources of financing to meet its longer
term needs. No assurance can be given that the Company will be able to obtain
any additional financing. In the event the Company is not able to raise funds on
a timely basis its operations will be materially affected.
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -------------------------------------------------------
<S> <C>
27.0 Financial data schedule
</TABLE>
10
<PAGE> 13
SIGNATURES
In accordance with the Exchange Act, the registrant has caused this report to be
signed on its behalf by the undersigned, duly authorized.
<TABLE>
<S> <C>
DATED: June 28, 1996 NOUVEAU INTERNATIONAL, INC.
BY:/S/ GARY W. BLACK, SR.
---------------------------------------------
Gary W. Black, Sr.
Chief Executive Officer and Chief Financial
Officer
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 131,448
<SECURITIES> 0
<RECEIVABLES> 147,811
<ALLOWANCES> 0
<INVENTORY> 3,060,082
<CURRENT-ASSETS> 3,679,012
<PP&E> 309,349
<DEPRECIATION> 149,259
<TOTAL-ASSETS> 4,373,745
<CURRENT-LIABILITIES> 442,184
<BONDS> 0
3,108,333
0
<COMMON> 11,250
<OTHER-SE> 529,782
<TOTAL-LIABILITY-AND-EQUITY> 4,373,745
<SALES> 260,841
<TOTAL-REVENUES> 260,841
<CGS> 234,880
<TOTAL-COSTS> 405,726
<OTHER-EXPENSES> 585,124
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,741
<INCOME-PRETAX> (710,172)
<INCOME-TAX> 0
<INCOME-CONTINUING> (710,172)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (710,172)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
