<PAGE>
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM-10QSB
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended December 31, 1995
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securites Exchange Act of 1934
For the transition period from _______________ to _______________ .
Commission File No. 0-18222
QUANTUM LEARNING SYSTEMS, INC. (FORMERLY KNOWN AS CCR, INC.)
------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 87-0432572
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 S.W. 17th Street, Ocala, Florida 34474-3530
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 620-0492
Indicate by check mark whether the Registrant (1) had filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the proceeding 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
----- -----
The number of shares outstanding of Registrant's common stock, par value
$.001 per share, as of December 31, 1995 was 4,246,027 (excluding treasury
shares) shares.
<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. Financial Statements
See attached financial statements.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Cambridge Academy, the Company's principle operating division for this
period, posted strong growth, increasing its operating income 178% over
the same period last year (See Note 6 to these financials).
Consolidated revenue for the six months ended December 31, 1995 was
$448,077 representing an increase of $181,478 or 68% from the six
months ended December 31, 1994. The increase is primarily due to
increases in Cambridge Academy educational revenues.
Gross profit for the six months ended December 31, 1995 was $422,403,
an increase of $193,141 or 84% from the six months ended December 31,
1994. The increase is due primarily to increases in Cambridge Academy
educational revenues.
Selling, general, and administrative expenses for the six months ended
December 31, 1995 were $468,135, an increase of $140,901 or 43% from
the three months ended December 31, 1994. The increase is due primarily
to increases in educational subsidiary expenses, audit expense, and
corporate administrative expense.
Interest income for the six months ended December 31, 1995 decreased
$5,032 or 12% from the six months ended December 31, 1994.
Interest expense for the six months ended December 31, 1995 was $873,
a decrease of $2,747 from the six months ended December 31, 1994.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, cash and cash equivalents were $12,564 compared
to $6,091 at December 31, 1994. The Company generally relies upon
internally generated funds to satisfy working capital needs and to fund
capital expenditures.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ --------
(UNAUDITED)
ASSETS
<S> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 12,564 $ 0
Accounts and Contracts Receivable (Note 2) 253,583 178,437
Notes Receivable, current portion (Note 3) 160,877 83,442
Prepaid expenses and other 471,127 539,236
---------- ----------
Total Current Assets 898,151 801,115
Property and Equipment-at cost:
Machinery and equipment 499,172 496,010
Furniture and fixtures 42,470 42,470
---------- ----------
Total Property and Equipment 541,642 538,480
Less accumulated depreciation (209,610) (163,322)
---------- ----------
Net property and equipment 332,032 375,158
Other:
Notes Receivable, less current portion
(Note 3) 1,703,651 1,838,885
Deferred Tax Asset 52,763 52,763
Other (Note 8) 226,259 162,674
---------- ----------
Total Other Assets 1,982,673 2,054,322
---------- ----------
Total Assets $3,212,856 $3,230,595
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ --------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current Liabilities:
Accounts payable and other liabilities $ 43,441 $ 63,581
Accrued expenses 99,886 86,102
Current maturities of long-term debts (Note 4) 13,649 13,649
----------- -----------
Total current liabilities 156,976 163,332
Deferred Income Taxes 52,763 52,763
Long-term Debt, less current maturities
(Note 4) 18,711 19,852
----------- -----------
Total Liabilities 228,450 235,947
Commitments and Contingencies (Note 7)
Stockholders' Equity: (Note 5)
Preferred stock, $1.00 par; 1,000,000 shares
authorized, 0 outstanding. 0 0
Common stock, $.001 par; 20,000,000 shares
authorized, 4,353,161 outstanding at Dec.
31, 1995 and June 30, 1995 4,353 4,353
Additional paid-in capital 4,547,961 4,547,961
Retained earnings (Accumulated deficit) (1,447,379) (1,437,137)
Treasury Stock, 107,134 shares at cost (120,529) (120,529)
----------- -----------
Total stockholders' equity 2,984,406 2,994,648
----------- -----------
Total Liabilities and Stockholders' Equity $ 3,212,856 $ 3,230,595
----------- -----------
----------- -----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
SIX MONTHS ENDED THREE MONTHS ENDED
DECEMBER 31, DECEMBER 31,
------------------- --------------------
1995 1994 1995 1994
-------- -------- -------- ---------
<S> <C> <C> <C> <C>
Revenues $448,077 $266,599 $174,420 $126,974
Cost of Sales 25,674 37,337 13,747 10,075
-------- -------- -------- --------
Gross profit 422,403 229,262 160,673 116,899
Selling, general, and admin. expenses 468,135 327,234 149,142 114,433
-------- -------- -------- --------
Operating Income (Loss) (45,732) (97,972) 11,531 2,466
Other income (expense):
Interest income 36,363 41,395 18,177 20,518
Interest expense (873) (3,620) (420) (1,810)
-------- -------- -------- --------
Total Other Income (Expense) 35,490 37,775 17,757 18,708
-------- -------- -------- --------
Income (loss) from Operations
before Income Taxes (10,242) (60,197) 29,288 21,174
Income Tax Benefit (Expense) -0- -0- -0- -0-
-------- -------- -------- --------
Net Income (Loss) $(10,242) $(60,197) $ 29,288 $ 21,174
-------- -------- -------- --------
-------- -------- -------- --------
Income (Loss) per common share:
(Note 1) $ (.002) $ (.014) $ .007 $ .005
</TABLE>
See accompanying notes to financial statements.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 1995 AND QUARTER ENDED DEC. 31, 1995
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
------------------ ----------------- ADDITIONAL
NUMBER OF NUMBER OF PAID-IN
SHARES AMOUNT SHARES AMOUNT CAPITAL
--------- ------ --------- ------- ----------
<S> <C> <C> <C> <C> <C>
Balance, June 30,
1994 (as restated) 0 $ 0 4,353,161 $ 4,353 $4,547,961
Net Loss 0 0 0 0 0
--- --- --------- ------- ----------
Balance, June 30,
1995 0 0 4,353,161 4,353 4,547,961
Net Loss 0 0 0 0 0
--- --- --------- ------- ----------
Balance, Dec. 31,
1995 0 $ 0 4,353,161 $ 4,353 $4,547,961
--- --- --------- ------- ----------
--- --- --------- ------- ----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED JUNE 30, 1995 AND QUARTER ENDED DEC. 31, 1995
<TABLE>
<CAPTION>
TOTAL
TREASURY ACCUMULATED SHAREHOLDERS'
STOCK (DEFICIT) EQUITY
----------- ------------ -------------
<S> <C> <C> <C>
Balance, June 30,
1994 (as restated) $ (120,529) $ (765,603) $ 3,666,182
Net Loss 0 (671,534) (671,534)
---------- ----------- -----------
Balance, June 30,
1995 (120,529) (1,437,137) 2,994,648
Net Loss 0 (10,242) (10,242)
---------- ----------- -----------
Balance, Dec. 31,
1995 $ (120,529) $(1,447,379) $ 2,984,406
---------- ----------- -----------
---------- ----------- -----------
</TABLE>
See accompanying notes to financial statements.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
(UNAUDITED)
SIX MONTHS ENDED
DECEMBER 31,
------------------------
RESTATED
1995 1994
--------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (10,242) $ (60,197)
Adjustments to reconcile net income (loss) to
net cash from operations
Depreciation & Amortization 53,135 53,127
Changes in operating assets and liabilities:
Accounts receivable (75,146) (56,977)
Accounts payable and accrued interest (6,356) (50,415)
Other assets and liabilities 56,349 (76,001)
-------- ---------
Net cash provided by operating activities 17,740 (190,463)
Cash flows from investing activities:
Purchase of fixed assets (3,162) (3,100)
-------- ---------
Net cash used by investing activities (3,162) (3,100)
Cash flows from financing activities:
Principal payments on long-term debt and
notes payable (2,014) (2,633)
-------- ---------
Net cash used by financing activities (2,014) (2,633)
-------- ---------
Net increase (decrease) in cash and cash equivalents 12,564 (196,196)
Cash and cash equivalents at beginning of period 0 202,287
-------- ---------
Cash and cash equivalents at end of period $ 12,564 $ 6,091
-------- ---------
-------- ---------
Supplemental disclosures:
Cash paid for:
Interest $ 873 $ 3,620
</TABLE>
See accompanying notes to financial statements.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Quantum
Learning Systems, Inc. and its wholly-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated.
CASH AND CASH EQUIVALENTS
The Company considers all liquid investments with original maturities of
three months or less to be cash equivalents.
DEPRECIATION, MAINTENANCE, AND REPAIRS
Depreciation is provided by the straight-line method. Estimated useful
lives for depreciation purposes are as follows:
Machinery and equipment 3 - 20 years
Furniture and fixtures 4 - 15 years
Maintenance and repairs and renewals which do not prolong the useful life
of an asset are expensed as incurred.
AMORTIZATION
Amortization of intangible assets which include copyrights, royalties, and
goodwill is provided by the straight-line method. Estimated useful lives
for amortization purposes are as follows:
Goodwill 5 years
Royalties 5 - 10 years
Copyrights 10 - 20 years
CAPITALIZED PRODUCTION COSTS
The Company capitalizes all direct production costs and allocates indirect
production costs based on man hours for all internally produced video
products.
EARNINGS PER SHARE
Earnings per share have been computed based upon the weighted average
number of shares outstanding during the quarter of 4,353,161 and 4,353,161
for the quarters ended December 31, 1995 and 1994, respectively. Common
Stock Equivalents in the aggregate do not dilute earnings per share by more
than 3%. Therefore, no change is presented.
REVISION OF FINANCIAL STATEMENTS
The accompanying financial statements for the quarter ended December 31,
1994 has been revised. The revisions consisted of the restatement of
intangible assets and related amortization consistent with the settlement
reached for the adjusted purchase price of Current Concepts Seminars
("CCS"). The original
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(CONTINUED)
REVISION OF FINANCIAL STATEMENTS (CON.)
agreement caused the issuance of 700,000 shares of QLS common stock, but
the settlement adjusts the number to 115,000 shares. The settlement was
executed in March, 1995.
NOTE 2 - ACCOUNTS AND CONTRACTS RECEIVABLE
Accounts and contracts receivable consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ ---------
<S> <C> <C>
Trade accounts receivable $ 473,561 $ 385,952
Due from related parties 1,230 0
Other 945 0
--------- ---------
Total Accounts Receivable 475,736 385,952
Less: Allowance for Bad Debts (222,153) (207,515)
--------- ---------
Accounts Receivable - Net $ 253,583 $ 178,437
--------- ---------
--------- ---------
</TABLE>
NOTE 3 - NOTES RECEIVABLE
Notes receivable consist of:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ ---------
<S> <C> <C>
Gulf Ventures - Interest rate of 8%;
payments of $20,987 due December 31,
each year. $ 202,327 $ 202,327
W.T. Young Construction Company -
Interest rate of 3.6%; payments of
$150,000 plus interest on July 10,
1995 and 1996; payments of $200,000
plus interest on July 10, 1997 and
1998 with the balance plus interest
due on July 10, 1999; collateralized
by pledge of W.T. Young Construction
Company and the common stock of QLS
owned by W.T. Young 1,644,701 1,720,000
8% note receivable from Central Florida
Hearing dated July 31, 1995. 17,500 0
Less current portion (160,877) (83,442)
----------- -----------
Total noncurrent note receivable $ 1,703,651 $ 1,838,885
----------- -----------
----------- -----------
</TABLE>
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(CONTINUED)
NOTE 4 - DEBT
Long-term debt consist of:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ ---------
<S> <C> <C>
Note payable on various financing
leases for operating equipment $ 32,360 $ 33,501
-------- --------
Totals 32,360 33,501
Less current maturities (13,649) (13,649)
-------- --------
Total Long-term debt $ 18,711 $ 19,852
-------- --------
-------- --------
</TABLE>
The aggregate long-term debt matures during the next five years as follows:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ --------
<S> <C> <C>
1996 $ 11,635 $ 13,649
1997 9,651 9,651
1998 7,704 7,704
1999 3,370 2,497
2000 0 0
-------- --------
Total $ 32,360 $ 33,501
</TABLE>
NOTE 5 - STOCK WARRANTS
On January 21, 1994, the Company entered into an investment banking
agreement with M.H. Meyerson & Co. In part, the agreement required the
Company to issue warrants to purchase 300,000 shares of common stock with
an exercise price of $1.85 per Warrant with demand and piggyback
registration rights. The registration rights may not be asked for a
period of 18 months from the date of the agreement. Such rights will be
available starting in month 19 through month 48 from the date of the
agreement.
On June 1, 1994, the Management of the Company approved a new director. As
compensation for services, the Company issued warrants for the purchase of
50,000 shares of common stock at $.50 per share. The warrants shall be
effective for a period of five years from the date of issue.
On June 1, 1994, the Management of the Company approved the issuance of
warrants to purchase 200,000 shares of common stock at $.75 per share to an
outside consultant for services to be rendered to the company.
On July 2, 1995, the Company entered into an agreement with SeaCoast
Electric, Inc. (SCE) for management services. SCE is owned, in part, by
children of officers and directors of the Company. The agreement calls for
SCE to provide management, in the form of Chief Executive Officer and Chief
Financial Officer, for all operations of all QLS subsidiaries. In exchange,
the Company
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(CONTINUED)
NOTE 5 - STOCK WARRANTS (CON.)
shall pay SCE the sum of $150,000 for management services for each fiscal
year (July to June). In addition, Cambridge Academy, a subsidiary of QLS,
shall pay one individual an annual salary of $50,000 for her work as
Director of Education. Any unpaid salary shall be eligible for the
calculation of warrants to be issued. SCE agrees to take their fees as QLS
and its subsidiaries funds allow so as not to jeopardize the operations.
In the event that at the end of the fiscal year, SCE has not taken its
entire fee, QLS shall issue a warrant for stock, with registration rights
paid for by QLS, at the strike price of $0.10 per share. The number of
shares shall be determined by the remaining unpaid management fee.
On August 1, 1995, the company approved the sale of Warrants to two of
its Board of Directors and two independent consultants for the purchase
price of $100 to each individual. The warrants are for a total of 250,000
shares of the Company's $0.001 Common Stock at an exercise price of $0.10
per share. The warrants may be exercised anytime from August 1, 1995 to
August 1, 2000.
NOTE 6 - BUSINESS SEGMENT INFORMATION
The Company's business operations consist of educational activities,
seminar and publication, and video production. Segment operating
information is presented for the two quarters as follows:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
RESTATED
1995 1994
------------ ------------
<S> <C> <C>
Net sales to unaffiliated customers:
Educational $ 423,014 $ 237,430
Seminar and publication 13,063 29,169
Video production 12,000 0
--------- ---------
Consolidated $ 448,077 $ 266,599
--------- ---------
--------- ---------
Operating income (loss):
Educational $ 122,443 $ 85,398
Seminar and publication (34,589) (21,588)
Video production 673 (63,803)
--------- ---------
Consolidated 88,527 7
Corporate expenses (134,259) (97,979)
Interest expenses (873) (3,620)
Interest income 36,363 41,395
--------- ---------
Income (loss) before federal
income taxes $ (10,242) $(60,197)
--------- ---------
--------- ---------
</TABLE>
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Prior to the commencement of its office lease, the Company issued 25,000
shares of its common stock to the landlord of its corporate offices for
debt owed. The landlord is to sell the shares at a rate of no more than
2,000 shares per day to satisfy the debt. This stock was issued April 5,
1994.
<PAGE>
QUANTUM LEARNING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(CONTINUED)
NOTE 7 - COMITMENTS AND CONTINGENCIES (CON.)
If the sale of the 25,000 shares of common stock yields net proceeds of
less than the aforesaid debt of $45,598, then the deficiency immediately
becomes due and payable within five days of notice. Management has not
yet received confirmation of the monies collected from the sale of the
common stock. In addition, the Company is currently paying a discounted
rent amount. If the Company does not exercise its option to purchase the
building prior to 30 days before the expiration of the lease, April 30,
1995, then the rent shortfall between the discounted rent and the actual
rent of $24,695 will become due and payable.
On July 2, 1995 the Company entered into an agreement with SeaCoast
Electric, Inc. (SCE) for management services. SCE is owned, in part, by
children of Officers and directors of the Company. The agreement calls
for SCE to provide management, in the form of Chief Executive Officer and
Chief Financial Officer, for all operations of all QLS subsidiaries. In
exchange, the Company shall pay SCE the sum of $150,000 for management
services for each fiscal year (July to June). In addition, Cambridge
Academy, a subsidiary of QLS, shall pay one individual an annual salary of
$50,000 for her work as Director of Education. Any unpaid salary shall be
eligible for the calculation of warrants to be issued. SCE agrees to take
their fees as QLS and its subsidiaries funds allow so as not to jeopardize
the operations. In the event that at the end of the fiscal year SCE has not
taken its entire fee, QLS shall issue a warrant for stock, with
registration rights paid for by QLS, at the stike price of $0.10 per share.
The number of shares shall be determined by the remaining unpaid management
fee.
The payment on the note receivable from W.T. and Glenn Young is in dispute.
The Youngs have filed for the courts to make a determination on the
agreement. Property was sold by W.T. Young Construction Company and the
proceeds applied as a payment of the note due from the Youngs. Management's
position is that an additional payment is due July 10, 1995 pursuant to the
agreement. The Youngs have indicated that if the ruling is that a payment
was due July 10, 1995 in addition to the proceeds of the land, they will
return the property to the company and allow the proceeds already given to
the Company to apply as the payment due so the note will not be in default.
NOTE 8 - OTHER ASSETS
Other assets consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1995 1995
------------ ---------
<S> <C> <C>
Capitalized production costs $ 137,100 $ 137,100
Intangibles 33,437 33,437
Less: Accumulated Depreciation (8,803) (7,863)
Other assets 64,525 0
--------- ---------
Total Other Assets $ 226,259 $ 162,674
--------- ---------
--------- ---------
</TABLE>
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
An individual invested $100,000 in Cambridge Academy, a subsidiary of the
Company, prior to the merger of Cambridge Academy with QLS, Inc. and
Cambridge Academy set aside a block of stock for the individual. She
subsequently passed away. The estate filed a several count complaint, all
of which in essence alleges that the estate would like to recapture the
full value of the investment and does not want the block of stock reserved
for the individual issued to her satisfaction of the investment. The
maximum possible action against the company would be to return the
$100,000. Management has responded to the claim and Counsel for both
parties are exploring possible settlement as well as preparing for trial.
ITEM 2. Changes in Securities
No changes in securities during the periods.
ITEM 3. Defaults upon Senior Securities
No senior securities outstanding.
ITEM 4. Submission of Matters to a Vote of Security Holders
No annual or special meeting of security holders has been held in the
current quarter.
ITEM 5. Other Information
Quantum Learning Systems, Inc. announced that QLSI had signed a definitive
agreement on February 6, 1996, for the acquisition of USPIC, Inc., a
Florida corporation. The USPIC acquisition also includes its two
subsidiary companies, United States Academy of Private Investigators,
Inc., and A-1-A Collections, Inc. All are located in Deerfield Beach,
Florida. QLSI is purchasing 100% of USPIC and its subsidiaries for 150,000
shares of QLSI's restricted common stock. The transaction is scheduled to
close March 1, 1996.
ITEM 6. Exhibits and Reports of Form 8-K
No exhibits as set forth in Item 601 of Regulation S-K are considered
necessary in this 10-QSB filing.
<PAGE>
Conformed Copy
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securites Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Quantum Learning Systems, Inc.
Dated: November 10, 1995 By: /s/ JAMES K. ISENHOUR
----------------------------
James K. Isenhour
Chairman
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
CHIEF FINANCIAL OFFICER
Dated: November 10, 1995 By: /s/ JAMES K. ISENHOUR
----------------------------
James K. Isenhour
Treasurer
SECRETARY
Dated: November 10, 1995 By: /s/ TANZEE NAHAS
----------------------------
Tanzee Nahas
Secretary
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> DEC-31-1995
<CASH> 12,564
<SECURITIES> 0
<RECEIVABLES> 475,736
<ALLOWANCES> 222,153
<INVENTORY> 0
<CURRENT-ASSETS> 898,151
<PP&E> 541,642
<DEPRECIATION> 209,610
<TOTAL-ASSETS> 3,212,856
<CURRENT-LIABILITIES> 156,976
<BONDS> 0
4,353
0
<COMMON> 0
<OTHER-SE> 2,990,295
<TOTAL-LIABILITY-AND-EQUITY> 3,212,856
<SALES> 448,077
<TOTAL-REVENUES> 484,440
<CGS> 25,674
<TOTAL-COSTS> 25,674
<OTHER-EXPENSES> 468,135
<LOSS-PROVISION> 14,638
<INTEREST-EXPENSE> 873
<INCOME-PRETAX> (10,242)
<INCOME-TAX> 0
<INCOME-CONTINUING> (10,242)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,242)
<EPS-PRIMARY> (.002)
<EPS-DILUTED> 0
</TABLE>
