<PAGE> 1
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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 EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1998
[ ] 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 0-14843
DENSE-PAC MICROSYSTEMS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
CALIFORNIA 33-0033759
(State or other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
7321 LINCOLN WAY
GARDEN GROVE, CALIFORNIA 92841
(Address of Principal Executive Offices)
(714) 898-0007
Issuer's Telephone Number, Including Area Code
Not Applicable
(Former Name, Former Address and Former Fiscal Year
if Changed Since Last Year)
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 issuer 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 CORPORATE ISSUERS
The number of shares of common stock, no par value, outstanding as of January 7,
1999 was 17,859,800.
Transitional Small Business Disclosure Format (check one): Yes No X
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TOTAL PAGES: 11
<PAGE> 2
PART I- FINANCIAL INFORMATION
ITEM 1. Financial Statements
Dense-Pac Microsystems, Inc.
Consolidated Balance Sheet
<TABLE>
<CAPTION>
November 30, February 28,
1998 1998
------------ ------------
(unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 1,242,206 $ 3,626,388
Accounts receivable, net 1,644,092 1,066,553
Inventories 2,214,833 3,090,889
Other current assets 55,969 141,538
------------ ------------
Total current assets 5,157,100 7,925,368
Property, net 3,533,336 4,299,795
Other assets 14,360 14,360
------------ ------------
$ 8,704,796 $ 12,239,523
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt 379,764 438,125
Note payable to related party 1,900,000
Accounts payable 1,222,026 1,319,486
Accrued compensation 181,335 240,595
Other accrued liabilities 173,305 121,435
------------ ------------
Total current liabilities 3,856,430 2,119,641
------------ ------------
Note payable to related parties -- 1,900,000
------------ ------------
Other long-term debt 368,602 597,095
------------ ------------
Stockholders' equity
Common stock 17,530,667 17,022,138
Accumulated deficit (13,050,903) (9,399,351)
------------ ------------
Total stockholders' equity 4,479,764 7,622,787
------------ ------------
$ 8,704,796 $ 12,239,523
============ ============
</TABLE>
See accompany notes to consolidated financial statements.
<PAGE> 3
Dense-Pac Microsystems, Inc.
and Consolidated Subsidiary
Summary of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the quarter ended Nine months ended
November 30, November 30, November 30, November 30,
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 3,417,133 $ 3,268,299 $ 8,397,356 $ 11,288,058
COST OF SALES
Cost of sales 2,664,390 2,525,541 7,556,114 8,384,801
Inventory write-down 773,954
------------ ------------ ------------ ------------
Total cost of sales 2,664,390 2,525,541 8,330,068 8,384,801
GROSS PROFIT 752,743 742,758 67,288 2,903,257
COSTS AND EXPENSES:
Selling, general and administrative 710,184 685,651 2,326,144 2,559,862
Research and development 285,824 556,690 940,853 1,025,202
Other costs 372,447
------------ ------------ ------------ ------------
Total costs and expenses 996,008 1,242,341 3,639,444 3,585,064
LOSS FROM OPERATIONS (243,265) (499,583) (3,572,156) (681,807)
------------ ------------ ------------ ------------
OTHER EXPENSE (INCOME)
Interest expense 31,653 38,911 147,902 134,339
Interest income (14,443) (45,045) (70,906) (132,398)
------------ ------------ ------------ ------------
Total other expense (income) 17,210 (6,134) 76,996 1,941
LOSS BEFORE INCOME TAX
PROVISION (260,475) (493,449) (3,649,152) (683,748)
INCOME TAX PROVISION -- -- 2,400 800
------------ ------------ ------------ ------------
NET LOSS $ (260,475) $ (493,449) $ (3,651,552) $ (684,548)
============ ============ ============ ============
BASIC AND DILUTED NET
LOSS PER SHARE ($0.01) ($0.03) ($0.20) ($0.04)
============ ============ ============ ============
WEIGHTED AVERAGE SHARES
USED TO CALCULATE BASIC AND
DILUTED NET LOSS PER SHARE 17,810,000 17,577,000 17,800,000 17,577,000
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE> 4
DENSE-PAC MICROSYSTEMS, INC.
Statements of Cash Flow
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended
November 30, November 30,
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(3,651,552) $ (684,548)
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 827,589 831,792
Write-off of fixed assets 373,196
Inventory write-down 773,954
Changes in operating assets and liabilities:
Accounts receivable (577,539) 64,098
Inventories 102,102 477,896
Other current assets 85,569 (58,029)
Accounts payable (97,460) (54,557)
Accrued compensation (59,260) (405,841)
Accrued liabilities 51,870 67,753
----------- -----------
Net cash (used in) provided by operations (2,171,531) 238,564
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (434,326) (976,962)
Cash paid for acquisition (130,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on other long-term debt (286,854) (284,924)
Proceeds from issuance of common stock 508,529 685,324
----------- -----------
Net cash provided by (used in) financing activities 221,675 400,400
----------- -----------
NET DECREASE IN CASH (2,384,182) (467,998)
CASH AT BEGINNING OF YEAR 3,626,388 4,660,769
----------- -----------
CASH AT END OF QUARTER $ 1,242,206 $ 4,192,771
=========== ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 151,720 $ 135,027
=========== ===========
Income taxes paid $ 2,400 $ 800
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
<PAGE> 5
DENSE-PAC MICROSYSTEMS, INC.
CONDENSED NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - Dense-Pac Microsystems, Inc., a California corporation, ("Dense-Pac"),
and its wholly-owned subsidiaries, TypeHaus, Inc., a California corporation, and
CommercePac Internet Solutions, LLC (collectively, the "Company"), is a
technology company that specializes in designs and automated manufacturing of
proprietary and patented three-dimensional high density memory products, printer
media devices, printer memory, electronic laser printer products, custom memory
subsystems, development of support software for OEM manufacturers of laser
printers and Internet commerce solutions. CommercePac, a limited liability
company owned by Dense-Pac provides internet commerce solutions for businesses
and retail operations.
NOTE 2 - As contemplated by the Securities and Exchange Commission ("SEC") under
Item 310 (b) of Regulation S-B, the accompanying financial statements and
footnotes have been condensed and therefore do not contain all disclosures
required by generally accepted accounting principles. This report on Form 10-QSB
for the period ended November 30, 1998 should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the fiscal year ended February 28,
1998 filed with the SEC.
In the opinion of the Company management, the accompanying unaudited condensed
financial statements contain all adjustments (consisting of normal recurring
accruals) necessary to present fairly the Company's financial position as of
November 30, 1998 and November 30, 1997, and the results of its operations and
its cash flows for the quarters and for the nine month periods ended November
30, 1998 and 1997. Results for the interim periods are not necessarily
indicative of those to be expected for the full year.
NOTE 3 - Recent Accounting Pronouncements - In June 1997, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
(SFAS) No. 130, "Reporting Comprehensive Income," applicable to entities with
other comprehensive income. This pronouncement is effective for the year
beginning March 1, 1998. The Company had no items of other comprehensive income,
as defined, for the three months ended November 30, 1998 or 1997, or for the
nine months ended November 30, 1998 or 1997. The Company will adopt in as of
February 28, 1999 SFAS No. 131, "Disclosures About Segments of an Enterprise and
Related Information." The Company is reviewing the impact of such statement on
its financial statements.
NOTE 4 - The following table summarizes stock option activity under Dense-Pac's
1985 and 1996 Stock Option Plan for the nine months ended November 30, 1998:
<TABLE>
<CAPTION>
Number of Price per Number of Shares
Share Options Exercisable
--------- --------- ----------------
<S> <C> <C> <C>
Balance, February 28, 1998 1,902,244 $ .24 - $ 4.41 711,840
--------- -------------- =======
Granted 1,695,450 1.00 - 2.00
Exercised (263,619) 1.25 - 2.875
Canceled (1,779,350) 1.25 - 3.78
--------- --------------
Balance, November 30, 1998 1,554,725 $ .81 - $ 4.41 484,136
========= ============== =======
</TABLE>
<PAGE> 6
NOTE 5 - The weighted average shares outstanding during the three and nine month
periods ended November 30, 1998 were 17,810,000 and 17,800,000, respectively.
Options and warrants to purchase shares of common stock during these periods
were not included in the above calculations as their inclusion would have been
and anti-dilutive.
ITEM 2 - Management's Discussion and Analysis or Plan of Operation
RESULTS OF OPERATIONS
Net sales for the quarter ended November 30, 1998, increased $ 148,834
or 5% compared to the quarter ended November 30, 1997. For the nine months ended
November 30, 1998, sales decreased $ 2,890,702 or 27%, as compared to the nine
months ended November 30, 1997. The increase in net sales for the quarter ended
November 30, 1998, when compared to the same quarter in the prior year was due
primarily to a focused sales effort associated with the Company's high density
commercial products. This increase was offset by decreases in sales of a
standard industrial product, the 512K x 8, as a result of decreased demand and
lower prices associated with the product nearing the end of its technological
life. A higher density product is being developed to replace this product. Net
sales of the 512K x 8 for the quarter ended November 30, 1998 was $ 199,000
versus $ 239,000 for the same period in the prior year.
The decrease in net sales for the nine months ended November 30, 1988 when
compared to the same period in the prior year, was primarily a result of
decreasing memory prices in the world-wide market. As a result of this decline,
the Company has experienced price decreases of up to 50% on many of the products
that are being sold. Additionally, sales of the 512K x 8 have decreased for
reasons identified above. For the nine months ended November 30, 1998, net sales
of this product were $ 437,000 or 5% of net sales versus net sales of $
1,807,000 or 16% of net sales for the same period in the prior year.
For the third quarter, $ 443,000 of revenue was generated from the
Company's wholly-owned subsidiary, TypeHaus, Inc. which Dense-Pac purchased in
September 1997. For the nine months ended November 30, 1998, TypeHaus had
revenue of $ 1,054,000. For the quarter ended November 30, 1997, the first
quarter in which the operations of TypeHaus were included in the Company's
results of operations, TypeHaus had revenue of $ 46,000.
Gross profit as a percentage of sales was 22% for the three month period
ended November 30, 1998, as compared to 23% for the three month period ended
November 30, 1997. The slight decrease in the gross margin for the third quarter
ended November 30, 1998 can be attributed to the type of products that the
company was selling during the quarter. Specifically, the Company experienced a
high percentage of the commercial products (lower margin) versus aerospace
product sales (higher margin).
For the first nine months of fiscal year 1999, gross profit as a
percentage of sales was 1% as compared to 26% in the first nine months of fiscal
year 1998. A majority of the margin erosion occurred in the second quarter as
commercial product shipped did not generate profitable margins. Additionally,
the scrap for the first nine months of fiscal year 1999 was approximately $
536,000 as compared to $ 138,000 in the same period in the previous year.
Additionally, slower moving ceramic products that are potentially being replaced
by newer technology were decreased in value by approximately $ 450,000, the
inventory reserve for obsolete products was increased by $ 100,000 and the scrap
associated with the production of commercial and other products was
<PAGE> 7
approximately $ 347,000. The above expenses were recognized in the cost of goods
sold for the nine month period ended November 30, 1998. In addition, at the end
of the second quarter, the Company discontinued several commercial product lines
due to a change in the strategy of the Company. Low end commercial products
lines and commercial ceramic memory modules were discontinued, resulting in a
charge of $ 774,000. The above expenses were recognized in the cost of goods
sold are included in the year to date results.
During the third quarter of fiscal year 1999, the Company reduced its
offering of commercial products and focused on those products that related to
the Company's proprietary packaging technology. In this manner, the Company
believes that the Company has been able to define a niche for the products that
use a unique proprietary stacking technology and has been marketing these
products to a defined market. The Company believes that margins should improve
due it its discontinuation of certain low margin commercial product lines. See
"Forward-Looking Statements."
Selling, general and administrative expenses increased in the third
quarter of fiscal 1999 by $ 25,000 or 4% from the third quarter of the prior
fiscal year. For the nine months ended November 30, 1998 these expenses
decreased $ 233,000 or 9%. The decrease in general and administrative expenses
for the nine month period ending November 30, 1998 can be attributed to a
decrease in utility expense associated with a successful re-negotiation of a
prior period's utility rates and a decrease in recruitment and in travel and
related expenses associated with decreasing travel and a focus on the retention
of employees. Additionally, there was a decrease in the cost of outside sales
representative organization expense of $ 299,000 due to the fact the Company
moved more of the selling function in-house. Also, during the first nine months
of fiscal year 1999, inside sales commissions and expenses relating to a
European salesperson decreased by $ 246,000 as a result of the individual not
being employed in fiscal 1999. Offsetting these decreases were increases in the
cost of legal representation of $ 266,000 for legal costs associated with patent
infringement lawsuits and other legal expenses.
During the second quarter ending August 31, 1998, the Company wrote-off
approximately $ 373,000 of equipment used in the production of commercial
products no longer being offered for sale by the Company.
For the three months ended November 30, 1998, research and development
costs decreased $ 271,000 or 49% from the same quarter in the previous fiscal
year and for the nine months ended November 30, 1998 such expenses decreased $
84,000 or 8% as compared to the prior nine months. The decrease in the third
quarter is primarily due to the completion of the research necessary to develop
and produce the commercial plastic product the Company is currently selling. The
Company is continuing to invest in research and development for new products in
the aerospace and commercial marketplace.
For the three and nine months ended November 30, 1998, other expense
increased $ 24,000 and $ 75,000 from the same periods last year. This increase
is due to additional interest expense associated with the utilization of debt to
finance equipment purchases and a decrease in interest income due to the lower
cash balance.
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary source of liquidity for the third quarter of
fiscal 1998 was $4.3 million cash from the private placement of stock completed
in February 1996. The Company is attempting to improve its operating performance
in order to avoid potential problems which could arise if significant losses
continue. Assuming that the Company is successful in its efforts to
significantly improve its financial performance, the Company believes that the
remaining proceeds from the private placement and cash from operations will be
sufficient to meet the Company's operating cash needs for the next twelve
months.
Net cash used in operations was approximately $ 2,172,000 during the
first nine months of fiscal year 1999. A majority of the cash used in operations
was from the loss of the nine month period of $ 3,651,000. During the first nine
months, accounts receivable increased by approximately $ 577,000, due to the
timing of shipments this quarter versus yearend shipments and inventory
decreased by $ 876,000, mainly from the write-off of discontinued product lines.
The Company also received approximately $ 508,000 in proceeds from the exercise
of stock options from the employee stock option plan in the first nine months of
fiscal 1999 which contributed to the cash provided by financing activities.
The Company purchased approximately $ 434,000 in new equipment during
the first nine months of fiscal year 1999. The Company does not expect to have
any additional major equipment purchases for the remainder of the fiscal year.
See "Forward-Looking Statements".
At November 30, 1998, the Company had a $1.8 million loan payable to a
major shareholder with interest at 5% per annum, and a $100,000 loan payable to
a director with interest at 8% per annum, with interest payable quarterly on
both loans and the principal on both loans due in October 1999. These loans are
secured by all of the Company's asset's, although the major shareholder has
agreed to subordinate its security interest in accounts receivable in order to
permit the Company to obtain conventional financing for accounts receivable.
These loans preclude the Company from incurring additional debt without the
consent of the lenders except for purchase money indebtedness incurred for the
purchase or lease of equipment and machinery. The Company has begun the process
of renegotiating the loan with the majority shareholder in order to extend the
due date beyond October 1999. It is undetermined whether the Company will be
successful in renegotiating this loan and in the event the Company is
unsuccessful in renegotiating the due date, the Company may lack the ability to
pay the debt when it becomes due.
The Company also has a loan from a Belgium bank due November 2000, which
provides for semi-annual principal payments of $70,533. The interest rate is two
points over the LIBOR rate in effect at the time of each principal payment, and
interest is payable semi-annually. At November 30, 1998, the outstanding amount
was $ 352,765.
CERTAIN FACTORS THAT MAY EFFECT FUTURE RESULTS
Year 2000 Compliance
Many currently installed computer systems and software products are
coded to accept only two digits in the date code field. These date code fields
will need to accept four digit entries to distinguish 21st century dates from
the 20th century dates. As a result, in less than one year, computer systems
and/or software used by many companies may need to be upgraded to comply with
such "Year 2000" requirements.
<PAGE> 9
The Company has recently commenced a program, to be substantially
completed by the Summer of 1999, to review the year 2000 compliance status of
the software and systems in its internal business processes, to obtain
appropriate assurances of compliance from the manufacturers of these products
and agreement to modify or replace all non-compliant products. In addition, the
Company is considering converting certain of its software and systems to
commercial products that are known to be Year 2000 compliant. Implementation of
software products of third parties, however, will require the dedication of
substantial administrative and management information resources, the assistance
of consulting personnel from third party software vendors and the training of
the Company's personnel using such systems. Based on the information available
to date, the Company believes it will be able to complete its Year 2000
compliance review and make the necessary modifications prior to the end of 1999.
Software or systems which are deemed critical to the Company's business are
scheduled to be Year 2000 compliant by the end of June 1999. Nevertheless,
particularly to the extent the Company is relying on the products of other
vendors to resolve the Year 2000 issues, there can be no assurances that the
Company will not experience delays in implementation such products. If key
systems, or a significant number of systems were to fail as a result of Year
2000 problems or the Company were to experience delays implementing Year 2000
compliant products, the Company could incur substantial costs and disruption of
its business, which would potentially have a material effect on the Company's
business and results of operations.
The Company , in its ordinary course of business, tests and evaluates
its own products. The Company believes that its products are generally Year 2000
compliant, meaning that that use or occurrence of dates on or after January 1,
2000 will not affect the performance of the Company's products with respect to
four digits dependent data or the ability of such products to correctly create,
store, process and output information related to such date data. The Company has
warranted that the use or occurrence of dates on dates on or after January 1,
2000 will not adversely affect the performance of the Company's products with
respect to four digits date dependent data or the ability to create, store,
process and output information related to such data.
To date, the Company has not created a separate budget for investigating
and remedying issues related to Year 2000 compliance involving the Company's own
software or systems used in its internal operations. Management does not believe
that the Year 2000 compliance will cost the Company more than $ 100,000. There
can be no assurances that Company resources spent on investigating and remedying
Year 2000 compliance issues will not have a material adverse effect on the
Company's business, financial condition and results of operations.
In addition, the purchasing patterns of customers and potential
customers may be affected by Year 2000 issues. Many companies are expending
significant resources to correct their current software systems for Year 2000
compliance. These expenditures may result in reduced funds available to purchase
software products, which could have an adverse effect on the Company's business,
results of operations and financial condition.
FORWARD-LOOKING STATEMENTS
Included in the Notes to Consolidated Financial Statements, this Item 2.
Management's Discussion and Analysis or Plan of Operation and elsewhere in this
Report are certain statements that do not present historical information. These
forward-looking statements reflect the Company's current expectations. Although
the Company believes that its expectations are based on reasonable assumptions,
there can no assurance that the Company's financial goals or expectations will
be realized. Numerous factors may affect the Company's actual results and may
<PAGE> 10
cause results to differ materially from those expressed in forward-looking
statements made by or on behalf of the Company.
Some of these factors include demand for and acceptance of new and
existing products, technological advances and product obsolescence, availability
of semiconductor devices at reasonable prices, competitive factors, costs and
risks concerning litigation, the ability to protect proprietary intellectual
property, and the availability of capital to finance growth. These and other
factors which could cause actual results to differ materially from those in the
forward looking statements are discussed in greater detail in the Company's
Annual Report on Form 10-KSB for the year ended February 29, 1998. Investors are
cautioned against undue weight to any forward looking statements herein.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
On July 13, 1998, Dense-Pac Microsystems, Inc. filed a patent lawsuit
against Staktek, Inc. in U.S Court, City of Los Angeles for patent infringement
for an amount in excess of $ 1,000,000 on Dense-Pac's patent covering stacking
memory devices, using proprietary technology. The suit alleges that Staktek
patent infringement has benefited Staktek and unlawfully interfered with
Dense-Pac's sales efforts. On August 17, 1998, Staktek, Inc. filed suit in
Travis County, Texas against Dense-Pac Microsystems and a current and former
officer for $ 20,000,000 in damages for alleged libel and slander, arising from
Dense-Pac's press release dated July 13, 1998. Dense-Pac intends to vigorously
defend itself against such charges and is being represented by the Company's
insurance carrier. On December 28, 1998, the lawsuit was voluntarily dismissed
insofar as it named as defendants a current and a former officer of Dense-Pac in
exchange for a dismissal to a challenge by the Company to the venue in Texas.
However, the ultimate outcome or any resulting potential loss cannot be
determined at this time.
On September 23, 1998, Dense-Pac Microsystems, Inc. was served with a
complaint from Simple Technology, Inc., filed in U.S. District Court for the
Central District of California, Santa Ana Division for an undetermined amount,
alleging that Dense-Pac's stacking technology infringes on a Simple Technology
patent. Dense-Pac intends to vigorously defend itself against such charges. On
October 23, 1998, Dense-Pac filed a cross-compliant in the U.S. District Court
for the Central District of California, Santa Ana for patent infringement
against Simple Technology. The suit alleges that the Simple Technology
infringement has benefited Simple Technology and unlawfully interfered with
Dense-Pac's sales efforts. The ultimate outcome or any resulting potential loss
cannot be determined at this time.
<PAGE> 11
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed below are hereby filed with the
Securities and Exchange Commission as part of the
Quarterly Report.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K -
No reports on Form 8-K were filed during the third quarter
of fiscal 1999 covered by this Form 10-QSB.
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.
DENSE-PAC MICROSYSTEMS, INC.
(Small Business Issuer)
January 14, 1999 /s/ Richard J. Dadamo
- -------------------------------- -----------------------------------------
Date Richard Dadamo, Interim Chief
Executive Officer
January 14, 1999 /s/ William M. Stowell
- --------------------------------- -----------------------------------------
Date William M. Stowell, Chief Financial
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
QUARTERLY REPORT, FORM 10-QSD FOR PERIOD ENDING NOVEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-QSB FOR THE QUARTER ENDED
NOVEMBER 30, 1998.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-START> MAR-01-1998
<PERIOD-END> NOV-30-1998
<CASH> 1,242,206
<SECURITIES> 0
<RECEIVABLES> 1,744,092
<ALLOWANCES> 100,000
<INVENTORY> 2,214,833
<CURRENT-ASSETS> 5,157,100
<PP&E> 6,549,282
<DEPRECIATION> 3,015,946
<TOTAL-ASSETS> 8,704,796
<CURRENT-LIABILITIES> 3,856,430
<BONDS> 0
0
0
<COMMON> 17,530,667
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 8,704,796
<SALES> 8,397,356
<TOTAL-REVENUES> 8,397,356
<CGS> 7,556,114
<TOTAL-COSTS> 8,330,068
<OTHER-EXPENSES> 3,639,444
<LOSS-PROVISION> 100,000
<INTEREST-EXPENSE> 147,902
<INCOME-PRETAX> (3,649,152)
<INCOME-TAX> 2,400
<INCOME-CONTINUING> (3,651,552)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,651,552)
<EPS-PRIMARY> (.20)
<EPS-DILUTED> (.20)
</TABLE>
