<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission File Number: 0-17436
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1034868
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5325 South Valley View Boulevard, Suite 10, Las Vegas, Nevada 89118
--------------------------------------------------------------------
(Address of principal executive offices including zip code)
(702) 798-7777
--------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No___
As of August 8, 1996, 5,319,008 shares of common stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes___ No X
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
FORM 10-QSB
INDEX
PART I: FINANCIAL INFORMATION Page No.
Item 1. Financial Information:
Unaudited Condensed Consolidated Balance Sheets 3-4
Unaudited Condensed Consolidated Statements of Income 5
Unaudited Condensed Consolidated Statements of Cash Flows 6
Notes to Unaudited Condensed Consolidated Financial
Statements 7-8
Item 2. Management's Discussion and Analysis and
Plan of Operations 9-11
PART II: OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11-12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
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<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, December 31,
1996 1995
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 829,000 $1,043,000
Accounts receivable from franchisees, net 505,000 422,000
Lease termination receivable 3,000,000 3,000,000
Inventories 3,058,000 2,588,000
Prepaid expenses and other 44,000 696,000
Total current assets 7,436,000 7,749,000
FURNITURE, EQUIPMENT AND
LEASEHOLD IMPROVEMENTS, NET 1,360,000 1,522,000
OTHER ASSETS 65,000 140,000
$8,861,000 $9,411,000
NOTE: The balance sheet at December 31, 1995 has been taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-3-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1996 1995
---------- -----------
(Unaudited)
CURRENT LIABILITIES:
Line of credit $ 213,000 $ 0
Accounts payable and accrued expenses 3,513,000 3,872,000
Deferred franchise fees 143,000 120,000
Total current liabilities 3,869,000 3,992,000
NOTE PAYABLE TO SHAREHOLDER 651,000 663,000
DEFERRED INCOME TAX LIABILITY 743,000 743,000
MINORITY INTEREST 1,112,000 1,252,000
STOCKHOLDERS' EQUITY:
Convertible, preferred stock,
Series A, no par value:
authorized-5,000,000 shares;
issued and outstanding-512,799
shares 5,000 5,000
Common stock, no par value:
authorized-15,000,000 shares,
issued and outstanding-
5,319,008 shares 3,871,000 3,871,000
Accumulated deficit (1,390,000) (1,115,000)
Total stockholders' equity 2,486,000 2,761,000
$8,861,000 $9,411,000
NOTE: The balance sheet at December 31, 1995 has been taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
For the Three Months For the Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
REVENUES:
Net merchandise sales $3,756,000 $3,496,000 $6,411,000 $4,956,000
Franchise fees 40,000 82,000 120,000 125,000
Royalties 373,000 375,000 613,000 594,000
Other 61,000 21,000 121,000 77,000
Total revenues 4,230,000 3,974,000 7,265,000 5,752,000
EXPENSES:
Cost of sales 2,959,000 2,831,000 5,051,000 4,012,000
Selling, general and
administrative 1,270,000 935,000 2,428,000 1,776,000
Golf centers and driving
range development costs 107,000 0 201,000 0
Unreimbursed lease
expenditures 0 37,000 0 37,000
Total expenses 4,336,000 3,803,000 7,680,000 5,825,000
INCOME (LOSS) BEFORE
PROVISION FOR INCOME
TAXES, MINORITY INTEREST
AND EXTRAORDINARY ITEM (106,000) 171,000 (415,000) (73,000)
PROVISION FOR INCOME TAXES 0 0 0 0
INCOME (LOSS) BEFORE
MINORITY INTEREST AND
EXTRAORDINARY ITEM (106,000) 171,000 (415,000) (73,000)
MINORITY INTEREST 64,000 (2,000) 140,000 51,000
NET INCOME (LOSS) $ (42,000) $ 169,000 $ (275,000) $ (22,000)
INCOME (LOSS) PER
COMMON SHARE: $ (.01) $ .03 $ (.05) $ .00
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
For the Six Months
Ended June 30,
--------------------
1996 1995
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (275,000) $ (22,000)
Adjustments to reconcile net income to net
cash provided by operating activities:
Minority interest (140,000) (51,000)
Depreciation and amortization 54,000 29,000
Changes in assets and liabilities:
(Increase) decrease in accounts receivable (83,000) 148,000
Increase in lease termination receivable 0 (2,983,000)
Decrease in inventory (470,000) (450,000)
(Increase) decrease in prepaid expenses
and other 652,000 (217,000)
Decrease in other assets (75,000) 27,000
Increase (decrease) in accounts payable 95,000 1,305,000
Increase in deferred franchise fees 23,000 30,000
Net cash used by operating activities (69,000) (2,184,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (431,000) (144,000)
Refund development costs 85,000 0
Net cash flows used by investing activities (346,000) (144,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from line of credit 213,000 0
Principal payment on shareholder note payable (12,000) 0
Net cash provided by financing activities 201,000 0
NET DECREASE IN CASH AND CASH EQUIVALENTS (214,000) (2,328,000)
CASH AND CASH EQUIVALENTS - Beginning of period 1,043,000 3,586,000
CASH AND CASH EQUIVALENTS - End of period $ 829,000 $ 1,258,000
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-6-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at June 30, 1996 and for all
periods presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's December 31,
1995 audited financial statements. The results of operations for the periods
ended June 30, 1996 and 1995 are not necessarily indicative of the operating
results for the full year.
Certain 1995 amounts have been reclassified to conform with 1996
classifications. Such reclassifications had no effect on reported net income.
NOTE 2. STATEMENT OF CASH FLOWS
For the purposes of the statements of cash flows, the Company considers all
highly liquid debt investments purchased with a maturity of three months or
less to be cash equivalents.
Supplemental disclosures of cash flow information:
Cash paid during the six months ended on:
June 30,
1996 1995
-------------------
Interest $33,000 $31,000
Income taxes $ 0 $ 0
NOTE 3. RELATED PARTY TRANSACTIONS
Las Vegas Retail - related party purchases inventory at cost from the Company.
Such purchases amounted to $665,000 and $305,000 for the six months ended June
30, 1996 and 1995, respectively.
NOTE 4. SUBSEQUENT EVENTS
On July 29, 1996, Saint Andrews Golf Corporation ("SAGC") sold 200,000 shares
of its newly designated Series A Convertible Preferred Stock to Three Oceans
Inc. ("TOI"), an affiliate of Sanyo North America Corporation, for $2,000,000
in cash. The sale was made pursuant to an Investment Agreement between SAGC
and TOI dated July 29, 1996 (the "Agreement"). The Agreement provides that
TOI will purchase an additional 200,000 shares of Series A Convertible
Preferred Stock for an additional $2,000,000 by September 12, 1996, and an
additional 100,000 shares of Series A Convertible Preferred Stock for an
additional $1,000,000 by October 27, 1996. SAGC will use the proceeds of
these sales for the SportPark segment of its business. Costs of approximately
$200,000 will be associated with the issuance of this 500,000 shares of Series
A Convertible Preferred Stock.
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<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Each share of the Series A Convertible Preferred Stock issued to TOI is
convertible into one share of SAGC's Common Stock at any time. The Series A
Convertible Preferred Stock has a liquidation preference of $10 per share and
the holder is entitled to receive dividends equal to any declared on SAGC's
Common Stock. Under certain circumstances, SAGC may redeem the Series A
Convertible Preferred Stock at a redemption price of $12.50 per share. Each
share of Series A Convertible Preferred Stock is entitled to one vote and will
vote along with the holders of SAGC's Common Stock.
Pursuant to the term of the Agreement, TOI also received an option to purchase
up to 250,000 shares of SAGC's Common Stock at $5.00 per share at any time
until July 29, 2001.
The Agreement provides for certain demand and piggyback registration rights
with respect to the shares of Common Stock issuable upon the conversion of the
Series A Convertible Preferred Stock and the exercise of the option.
Pursuant to the Agreement, SAGC expanded the number of Directors of SAGC from
four to five, and elected Hideki Yamagata as an additional Director of SAGC.
Mr. Yamagata is President of Three Oceans Inc.
In connection with the initial closing of the Agreement, SAGC granted TOI
certain first refusal rights with respect to debt and/or equity financing
arrangements for SportParks developed by SAGC and any arrangements to obtain
electrical and electronic equipment for such SportParks. In addition, SAGC
granted TOI and its designees certain signage rights at SAGC's first two
SportParks.
-8-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
SEASONALITY
Las Vegas Discount Golf & Tennis, Inc.'s (the "Company") business is seasonal.
The Company typically experiences sales peaks in the Spring and pre-Christmas
seasons. Accordingly, the results of interim periods may not be indicative of
results for the full year.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996, COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
During the six months ended June 30, 1996, the Company had a net loss of
$275,000 as compared to a net loss of $22,000 for the same period in 1995.
Total revenues for the first six months of 1996 increased by approximately
$1,513,000 (26%) as compared to the same period in 1995. The increase in
revenues was primarily attributable to a $1,455,000 increase in merchandise
sales coupled with a $58,000 net increase in all other revenue categories.
Merchandise sales increased due to the two new stores opened after the first
quarter of 1995. Since franchise fees are recognized when the applicable
franchise stores open, the decrease in franchise fees reflects a decrease in
the number of stores opened in the six months ended June 30, 1996 as compared
to the six months ended June 30, 1995.
Royalties increased $19,000 (3%) in 1996 from 1995 due to an increased level
of sales by the franchisees.
Cost of Sales as percentage of merchandise sales decreased from 81% in 1995 to
79% in 1996 as a result of a shift in product mix to items with higher average
profit margins.
Selling, general and administrative expenses increased by $816,000 (45%) in
1996 as compared to 1995, primarily attributable to the expenses of operating
the two new company-owned stores in Encino and Westwood, California and
development expenses associated with the All-American SportPark.
In May of 1994 Saint Andrews Golf Corporation ("SAGC") entered into a Ground
Lease (the "Lease") for approximately 33 acres of land on Las Vegas Boulevard
which it intended to use for the development of a golf/sports park. The lease
contained provisions which allowed the lessor to terminate the lease within
the first 6 years of the 15 year lease term in the event that the lessor
entered into a sale of the property.
In June 1995 the lessor notified the Company that it had entered into a sale
agreement for the parcel and that it was exercising its right of termination.
Pursuant to cancellation provisions contained within the Lease the Company was
entitled to reimbursement of unamortized construction costs which it incurred,
based upon criterion contained within the lease, up to an aggregate amount of
$3.5 million.
Upon notification of the Lease termination the Company ceased construction
activities and submitted substantiation for construction costs totaling
approximately $3.9 million. Utilizing applicable formulas derived from the
Lease the Company believes that, based on the maximum expenditures available
for reimbursement of $3.5 million, $3,279,465 in costs are reimbursable by the
purchaser. The purchaser has reviewed such support and has indicated that it
believes that only a portion of the construction costs submitted are
reimbursable within the context of the Lease agreement.
-9-
<PAGE>
No settlement was reached regarding the disputed amount and on February 27,
1996 the Company filed a complaint with the District Court, Clark County,
Nevada, against the purchaser of the parcel seeking an unspecified amount of
compensatory damages, punitive damages, attorney fees and costs.
Management believes, and legal counsel concurs, that a recovery of $3,000,000
is probable with regards to this litigation and that the amount will be
collected in 1996. The Company has, accordingly, recorded the lease
termination receivable as a current asset in the accompanying balance sheet as
of June 30, 1996.
THREE MONTHS ENDED JUNE 30, 1996, COMPARED TO THREE MONTHS ENDED JUNE 30, 1995
During the three months ended June 30, 1996, the Company had a net loss of
$42,000 as compared to a net profit of $169,000 for the same period in 1995.
Total revenues for the second quarter of 1996 increased by approximately
$256,000 (6%) as compared to the same period in 1995. The increase in
revenues was primarily attributable to a $260,000 increase in merchandise
sales coupled with a $4,000 net decrease in all other revenue categories.
Merchandise sales increased due to the two new stores opened after the first
quarter of 1995. Since franchise fees are recognized when the applicable
franchise stores open, the decrease in franchise fees reflects a decrease in
the number of stores opened in the three months ended June 30, 1996 as
compared to the three months ended June 30, 1995.
Royalties decreased $2,000 (1%) in 1996 compared to 1995 due to slightly lower
sales by the franchisees.
Cost of Sales as percentage of merchandise sales decreased from 81% in 1995 to
79% in 1996 as a result of a shift in product mix to items with higher average
profit margins.
Selling, general and administrative expenses increased by $405,000 (42%) in
1996 as compared to 1995, primarily attributable to the expenses of operating
the two new company-owned stores in Encino and Westwood, California and the
development expenses associated with the All-American SportPark.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1996, the Company had working capital of approximately $3,567,000
compared to $3,757,000 at December 31, 1995. The decline in working capital
was primarily due to the net loss for the six month period.
Cash decreased from $1,043,000 at December 31, 1995, to $829,000 at June 30,
1996, primarily due to the net loss of $275,000, an $83,000 increase in
accounts receivable, a $470,000 increase in inventory and $431,000 of capital
expenditures which were related to the All-American SportPark. These amounts
were offset by a $95,000 increase in accounts payable, a $652,000 decrease in
prepaid expenses, an $85,000 refund of development costs, $54,000 in
depreciation and amortization, a $23,000 increase in deferred franchise fees,
a $75,000 decrease in other assets, and $213,000 in borrowing from a line of
credit.
The Company incurred $431,000 of capital expenditures during the six months
which were related to the All-American SportPark.
The Company's sources of working capital include its current cash balance,
cash flows from operating activities, a $400,000 bank line of credit and the
issuance of 500,000 shares of Series A Convertible Preferred Stock for Saint
Andrews Golf Corporation.
-10-
<PAGE>
On July 29, 1996, Saint Andrews Golf Corporation ("SAGC") sold 200,000 shares
of its newly designated Series A Convertible Preferred Stock to Three Oceans
Inc. ("TOI"), an affiliate of Sanyo North America Corporation, for $2,000,000
in cash. The sale was made pursuant to an Investment Agreement between SAGC
and TOI dated July 29, 1996 (the "Agreement"). The Agreement provides that
TOI will purchase an additional 200,000 shares of Series A Convertible
Preferred Stock for an additional $2,000,000 by September 12, 1996, and an
additional 100,000 shares of Series A Convertible Preferred Stock for an
additional $1,000,000 by October 27, 1996. SAGC will use the proceeds of
these sales for the SportPark segment of its business. (See Part II, Item 5
below.)
Management believes that these sources of cash will be adequate to fund
operations throughout the balance of 1996.
Working capital requirements are the greatest in the first and fourth quarters
as the Company increase inventories to meet demands for the Spring and pre-
Christmas seasons. Since certain Company Brands inventory items have a longer
ordering cycle and will require the Company to stock increasing levels of such
items as the demand of franchisees increases, the Company believes it will
need greater working capital to finance inventory requirements.
The Company expects to have significant capital expenditures when construction
of the first SportPark is commenced.
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
See "Results of Operations" above for a discussion of the lawsuit filed on
February 27, 1996.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
(a) SALE OF SERIES A CONVERTIBLE PREFERRED STOCK
On July 29, 1996, Saint Andrews Golf Corporation ("SAGC") sold 200,000 shares
of its newly designated Series A Convertible Preferred Stock to Three Oceans
Inc. ("TOI"), an affiliate of Sanyo North America Corporation, for $2,000,000
in cash. The sale was made pursuant to an Investment Agreement between SAGC
and TOI dated July 29, 1996 (the "Agreement"). The Agreement provides that
TOI will purchase an additional 200,000 shares of Series A Convertible
Preferred Stock for an additional $2,000,000 by September 12, 1996, and an
additional 100,000 shares of Series A Convertible Preferred Stock for an
additional $1,000,000 by October 27, 1996. SAGC will use the proceeds of
these sales for the SportPark segment of its business. Costs of approximately
$200,000 will be associated with the issuance of this 500,000 shares of Series
A Convertible Preferred Stock.
-11-
<PAGE>
Each share of the Series A Convertible Preferred Stock issued to TOI is
convertible into one share of SAGC's Common Stock at any time. The Series A
Convertible Preferred Stock has a liquidation preference of $10 per share and
the holder is entitled to receive dividends equal to any declared on SAGC's
Common Stock. Under certain circumstances, SAGC may redeem the Series A
Convertible Preferred Stock at a redemption price of $12.50 per share. Each
share of Series A Convertible Preferred Stock is entitled to one vote and will
vote along with the holders of SAGC's Common Stock.
Pursuant to the term of the Agreement, TOI also received an option to purchase
up to 250,000 shares of SAGC's Common Stock at $5.00 per share at any time
until July 29, 2001.
The Agreement provides for certain demand and piggyback registration rights with
respect to the shares of Common Stock issuable upon the conversion of the Series
A Convertible Preferred Stock and the exercise of the option.
Pursuant to the Agreement, SAGC expanded the number of Directors from four to
five, and elected Hideki Yamagata as an additional Director of SAGC. Mr.
Yamagata is President of Three Oceans Inc.
In connection with the initial closing of the Agreement, SAGC granted TOI
certain first refusal rights with respect to debt and/or equity financing
arrangements for SportParks developed by SAGC and any arrangements to obtain
electrical and electronic equipment for such SportParks. In addition, SAGC
granted TOI and its designees certain signage rights at SAGC's first two
SportParks.
(b) LEASE FOR LAS VEGAS SPORTPARK SITE.
On July 12, 1996, SAGC entered into a lease covering approximately 65 acres of
land in Las Vegas, Nevada, on which SAGC intends to develop its first All-
American SportPark. The project is expected to include a golf driving range; a
pro shop/clubhouse; a par 3 golf course; a 27-hole putting course; a Major
League Baseball Slugger Stadium; a NASCAR Speed Park; an off-ice hockey
complex; and other facilities. The land is adjacent to McCarron Inter-
national Airport and in the vicinity of the new Circus Circus multi-billion
dollar hotel resort development referred to as "The Millennium Project". The
lease will be for an initial term of 15 years, and SAGC will have two options
to extend for five years each. The landlord may cancel the lease if the
SportPark is not completed by July 12, 1998.
The lease provides for a minimum rental during the first five years of $625,000
per year. The minimum rental will begin to accrue when the SportPark opens or
12 months after the lease period commences, whichever occurs first. The minimum
rental will be increased 10% at the end of each five years during the term of
the lease. SAGC will be required to pay additional rent to the extent that
percentages ranging from 3% to 10% of gross receipts, depending on the type of
revenue, exceeds the minimum rental. In connection with the signing of the
lease, SAGC paid a deposit of $500,000 which will be applied to minimum rental
payments, and to a security deposit of approximately $104,000 which will be
applied to minimum rental payments at the end of the fourth year of the lease.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
None.
-12-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
By:/s/ Voss Boreta
Voss Boreta, President
and Chief Financial Officer
Date: August 9, 1996
-13-
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited condensed consolidated balance sheets and unaudited condensed
consolidated statements of operations found on pages 3, 4 and 5 of the
Company's Form 10-QSB for the year to date, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1996
<CASH> 829,000
<SECURITIES> 0
<RECEIVABLES> 3,505,000
<ALLOWANCES> 0
<INVENTORY> 3,058,000
<CURRENT-ASSETS> 7,436,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,861,000
<CURRENT-LIABILITIES> 3,869,000
<BONDS> 0
<COMMON> 3,871,000
0
5,000
<OTHER-SE> (1,390,000)
<TOTAL-LIABILITY-AND-EQUITY> 8,861,000
<SALES> 3,756,000
<TOTAL-REVENUES> 4,230,000
<CGS> 2,959,000
<TOTAL-COSTS> 2,959,000
<OTHER-EXPENSES> 1,377,000
<LOSS-PROVISION> (106,000)
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (106,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (42,000)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
