================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended December 31, 1999
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
----------------- -----------------
COMMISSION FILE NUMBER 0-16152
----------------------------
METRISA, INC.
(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)
----------------------------
DELAWARE 04-2891557
-------- ----------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
25 WIGGINS AVENUE, BEDFORD, MASSACHUSETTS 01730
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------------------
(781) 275-3300
(ISSUERS TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------------------
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 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 March 31, 2000, 1,020,474 shares of Common Stock were outstanding.
Transitional Small Business Disclosure Format:
Yes No X
--- ---
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<PAGE>
FORM 10-QSB/A
QUARTERLY REPORT
TABLE OF CONTENTS
Facing Page...................................................................1
Table of Contents.............................................................2
We originally filed our Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1999, on February 14, 2000. We are filing this quarterly report on
Form 10-QSB/A for the quarter ended December 31, 1999 to correct expenses that
should have been included in our quarter ended December 31, 1999 Quarterly
Report on Form 10-QSB.
PART I. FINANCIAL INFORMATION (*)
Item 1. Financial Statements
Balance Sheets............................................3
Statements of Loss........................................4
Statements of Cash Flows..................................5
Notes to Financial Statements.............................6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations...........................10
SIGNATURES...................................................................13
(*) The financial information at September 30, 1999 has been taken from the
audited financial statements at that date. All other financial statements
are unaudited.
Page 2
<PAGE>
<TABLE><CAPTION>
Item 1. Financial Statements
- ----------------------------------------------------------------------------------------------------------------------------
METRISA, INC.
BALANCE SHEETS
Pro forma
December 31, December 31, September 30,
ASSETS 1999 1999 1999
(See note 5)
----------- ----------- -----------
(Unaudited) (Unaudited)
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 1,117,545 $ 1,117,545 $ 1,298,984
Accounts receivable, less allowance for doubtful accounts
of $167,000 at December 31, 1999 and September 30, 1999 1,924,422 1,924,422 1,784,246
Inventories:
Raw materials 747,797 747,797 680,159
Work in process 253,722 253,722 302,453
Finished goods 196,486 196,486 213,918
----------- ----------- -----------
1,198,005 1,198,005 1,196,530
Prepaid expenses 96,295 96,295 73,520
Notes receivable 10,285 10,285 10,554
----------- ----------- -----------
Total current assets 4,346,552 4,346,552 4,363,834
Equipment and fixtures, net 376,340 376,340 406,360
Other assets, net of accumulated amortization of $609,751 and
$543,342 at December 31, 1999 and September 30, 1999, respectively 1,729,922 1,729,922 1,795,610
----------- ----------- -----------
Total assets $ 6,452,814 $ 6,452,814 $ 6,565,804
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to bank 488,938 488,938 488,938
Accounts payable 1,370,562 1,370,562 1,260,668
Accrued expenses and other 537,498 537,498 569,675
Current portion of long-term debt 237,784 687,784 498,754
----------- ----------- -----------
Total current liabilities 2,634,782 3,084,782 2,818,035
----------- ----------- -----------
Long-term debt, less current portion 1,766,889 1,866,889 2,071,541
Commitments
Stockholders' equity:
Preferred stock $1.00 par value, 10,000,000 shares authorized,
0 shares issued and outstanding at December 31, 1999 and
September 30, 1999, respectively -- -- --
Common stock, $.50 par value, 4,000,000 shares authorized,
1,020,474 shares issued and outstanding at December 31,1999
and September 30, 1999, respectively, and 1,265,193 shares issued
at December 31, 1999 proforma 632,597 510,237 510,237
Additional paid-in capital 2,441,393 2,013,753 2,013,753
Accumulated deficit (1,022,847) (1,022,847) (847,762)
----------- ----------- -----------
Total stockholders' equity 2,051,143 1,501,143 1,676,228
----------- ----------- -----------
Total liabilities and stockholders' equity $ 6,452,814 $ 6,452,814 $ 6,565,804
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
METRISA, INC.
STATEMENTS OF LOSS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
---------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Sales:
Product sales $ 1,482,694 $ 1,296,881
Service Sales 250,460 331,057
----------- -----------
Net sales 1,733,154 1,627,938
Cost of sales 876,011 828,956
----------- -----------
Gross profit 857,143 798,982
Operating expenses:
Selling, general and administrative 781,187 856,573
Research and development 142,508 155,803
----------- -----------
923,695 1,012,376
----------- -----------
Loss from operations (66,552) (213,394)
Other income (expense):
Interest income 4,443 7,906
Interest expense (112,976) (115,017)
----------- -----------
(108,533) (107,111)
----------- -----------
Loss before income taxes (175,085) (320,505)
Income taxes -- --
----------- -----------
Net loss $ (175,085) $ (320,505)
=========== ===========
Net loss per common share-basic and diluted $ (0.17) $ (0.31)
Shares outstanding-basic and diluted 1,020,474 1,022,911
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
METRISA, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
December 31,
---------------------------------
1999 1998
----------- -----------
Operating activities:
<S> <C> <C>
Net loss $ (175,085) $ (320,505)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization 89,129 77,535
Warrant amortization 12,000 12,000
Changes in operating assets and liabilities, net of
effects of purchase of subsidiaries:
Accounts receivable (140,176) 169,245
Notes receivable 269 --
Inventories (1,475) (37,596)
Other current assets (22,775) (31,150)
Accounts payable and accrued expenses 77,717 (357,045)
----------- -----------
Net cash used in operating activities (160,396) (487,516)
Investing activities:
Additions to equipment and fixtures (4,698) (15,231)
(Increase) decrease in other assets (723) 1,334
Cash paid for Micromet acquisition -- (208,166)
----------- -----------
Net cash used in investing activities (5,421) (222,063)
Financing activities:
Principal payments on long-term debt (11,452) (92,105)
Principal payments on capital lease obligation (4,170) --
Purchase of treasury stock -- (43,277)
----------- -----------
Net cash used in financing activities (15,622) (135,382)
----------- -----------
Net decrease in cash and cash equivalents (181,439) (844,961)
Cash and cash equivalents at beginning of period 1,298,984 2,469,053
----------- -----------
Cash and cash equivalents at end of period $ 1,117,545 $ 1,624,092
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
METRISA, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
OVERVIEW
The accompanying financial statements have been prepared in accordance
with generally accepted accounting principles. Accordingly, they do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three month
period ended December 31, 1999 are not necessarily indicative of the results
that may be expected for the year ended September 30, 2000. The interim
financial statements should be read in conjunction with the audited financial
statements and footnotes thereto for the year ended September 30, 1999 included
in the Company's Annual Report on Form 10-KSB.
Metrisa, Inc. ("the Company") is comprised of three divisions, all
currently located in Bedford with the recent relocation of the New Jersey
operations in November 1999. These divisions serve two broad markets, the
process/environmental markets, and the materials characterization market.
Tytronics manufactures and markets on-line liquid chemical analyzers to the
process and environmental industries; Nametre manufactures and markets on-line
viscosity analyzers to the process industries. Holometrix-Micromet provides
instrumentation and testing services for the measurement of thermal properties
and cure monitoring of composites for the automotive, aerospace, and electronics
packaging industries.
Certain amounts in prior period financial statements have been
reclassified to conform to current presentation.
RESTATEMENT OF FINANCIAL STATEMENTS
Recently, the Company determined that $45,151 of accrued compensation
was inappropriately reversed during the quarter ended December 31, 1999,
reducing expenses. Also, the Company determined that $6,678 of additional
commission expense should have been accrued during the quarter ended December
31, 1999. Accordingly, the Company's financial statements for the quarter ended
December 31, 1999 have been restated to include the effects of these costs in
the Statement of Loss and related accrual.
<TABLE><CAPTION>
STATEMENT OF LOSS
- ----------------- For the three months ended
December 31, 1999
---------------------------------
As Originally
Reported As Amended
----------- -----------
<S> <C> <C>
Sales $ 1,733,154 $ 1,733,154
Cost of sales 862,558 876,011
----------- -----------
Gross profit 870,596 857,143
Operating expenses:
Selling, general and administrative 760,603 781,187
Research and development 124,716 142,508
----------- -----------
885,319 923,695
----------- -----------
Loss from operations (14,723) (66,552)
Other income (expense) (108,533) (108,533)
----------- -----------
Loss before income taxes (123,256) (175,085)
Income taxes -- --
----------- -----------
Net loss $ (123,256) $ (175,085)
=========== ===========
Net loss per common share - basic and diluted $ (0.12) $ (0.17)
Shares outstanding - basic and diluted 1,020,474 1,020,474
BALANCE SHEET December 31, 1999
- ------------- ---------------------------------
As Originally
Reported As Amended
----------- -----------
<S> <C> <C>
Accrued expenses and other $ 485,669 $ 537,498
Accumulated deficit (971,018) (1,022,847)
Total stockholders' equity $ 1,552,972 $ 1,501,143
</TABLE>
Page 6
<PAGE>
2. NET LOSS PER SHARE
Outstanding options and warrants are included in the computation of
diluted earnings per share using the treasury stock method when their effect is
dilutive. For the period presented, the exercise price of the options and
warrants was greater than the average market price of the Company's common
stock. Net Income (loss) per share amounts for all periods have been presented.
The following is a reconciliation of the denominator (number of shares) used in
the computation of loss per share. The numerator (net loss) is the same for the
basic and diluted computations.
Three Months Ended December 31,
-------------------------------
1999 1998
--------- ---------
Basic shares 1.020,474 1,022,911
Effect of dilutive securities -- --
--------- ---------
Dilutive shares 1,020,474 1,022,911
The following table summarizes securities that were outstanding as of
December 31, 1999 and 1998, but not included in the calculation of diluted loss
per share because such shares are antidilutive:
Three Month Period Ended December 31,
-------------------------------------
1999 1998
--------- ---------
Options 159,724 151,580
Warrants 539,340 539,340
Preferred Stock -- --
3. SEGMENT REPORTING
The Company operates its business in two identifiable reporting
industry segments: the development and manufacture of process analytical
instruments and the development and manufacture of materials characterization
instruments as well as contract testing services for materials characterization.
A summary of the Company's operations by segment follows:
1999 1998
----------- -----------
Sales:
Process analytical $ 996,508 $ 1,050,660
Materials characterization $ 736,646 $ 577,278
----------- -----------
$ 1,733,154 $ 1,627,938
Income (loss) from operations:
Process analytical $ 13,021 $ (179,853)
Materials characterization $ (79,573) $ (33,541)
----------- -----------
$ (66,552) $ (213,394)
4. RESTRUCTURING CHARGES
As of September 30, 1999, the Company recorded a restructuring charge
of $149,288 related to the closure and subsequent consolidation, in part, of the
Nametre Division's Metuchen, New Jersey facility into the Company's Bedford
facility. The restructuring charge was primarily related to employee severance
and certain non-recurring charges. The relocation took place in November 1999
with a complete closure of the facility in January 2000. During the three months
ended December 31, 1999, the Company paid out approximately $33,000 in severance
payments and $11,000 in non-recurring expenses which were charged against
current liabilities with a balance of approximately $105,000 remaining in
current liabilities related to future severance payments. The Company
anticipates that the restructuring payments will be substantially completed
within the next two quarters.
Page 7
<PAGE>
5. SUBSEQUENT EVENT
On January 11, 2000, the Company entered into an agreement with an
existing shareholder and subordinated debt lender, Massachusetts Technology
Development Corporation ("MTDC") and an investment bank, Finova Capital
Corporation ("Finova"). MTDC was the holder of a subordinated promissory note
for $450,000, due November 23, 1999. Finova is the holder of a subordinated
promissory note for $2,000,000, payable in full on October 1, 2003, with partial
payments beginning October 1, 2000. Under the agreement, MTDC converted $225,000
of the promissory note into 94,937 shares of the Company's common stock. The
Company repaid the remaining balance on the promissory note of $225,000. All of
MTDC's 164,814 warrants were canceled as part of this transaction. Also, the
Company repaid $100,000 of the Finova subordinated promissory note and issued
4,310 warrants to purchase the Company's common stock, at a price of $0.50 per
share.
As part of this agreement, existing investors, including an officer,
purchased additional equity of 116,939 shares of common stock for $277,105.
Also, directors of the Company, including officers, exercised options for 32,843
shares of the Company's common stock for $47,895.
Due to this transaction, outstanding common stock increased from
1,020,474 to 1,265,193 and warrants and options outstanding decreased from
699,064 to 505,717. The financial statement effect of the transactions has been
reflected on the Company's unaudited pro forma balance sheet.
Page 8
<PAGE>
ITEM 2.
- --------------------------------------------------------------------------------
METRISA, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE-MONTH PERIOD ENDED DECEMBER 31, 1999, AS COMPARED WITH THE THREE-MONTH
PERIOD ENDED DECEMBER 31, 1998
NET SALES in the first quarter of fiscal 2000 totaled $1,733,154, as
compared to $1,627,938 in the comparable quarter of fiscal 1999, an increase of
$105,216, or 6%. Sales increased in the materials characterization segment, and
decreased slightly in the process analytical segment. The process analytical
segment continues to show softness in its Asian markets.
COST OF SALES increased to $876,011 (51% of sales) in the first quarter
of fiscal 2000, from $828,956 (51% of sales) in the same period of fiscal 1999.
The increase resulted from increased sales, offset by the savings from the
relocation and consolidation of the Nametre viscosity products division from
Metuchen, NJ, to Bedford, MA, and a less favorable product mix.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES decreased by $75,386, or
9%, from $856,573 (53% of sales) to $781,187 (45% of sales). The decrease was
primarily a result of the continuing consolidation of selling, marketing and
distribution activities, and a smaller decrease in general and administrative
expenses due to reduced staffing.
RESEARCH AND DEVELOPMENT decreased $13,295 from $155,803 (10% of sales)
to $142,508 (8% of sales). This decrease is a result of continuing consolidation
of the research and development effort, along with a focus on a more specific
set of projects.
LOSS FROM OPERATIONS was $66,552 in the first quarter of fiscal 2000,
compared with a loss of $213,394 in the comparable period of fiscal 1999. The
NET LOSS was $175,085 in the first quarter of fiscal 2000, compared to a net
loss of $320,505 in the same period of fiscal 1999. Interest expense, at
$112,976, in the first quarter of fiscal 2000 was comparable to the interest
expense of $115,017, in the same period of fiscal 1999.
LIQUIDITY AND CAPITAL RESOURCES
TOTAL ASSETS decreased by $112,990 (2%), to $6,452,814 in the first
quarter of fiscal 2000, as compared to $6,565,804 at the end of fiscal 1999.
Cash decreased by $181,439, primarily due to an operating cash outflow described
below. Equipment and fixtures decreased by $30,020, from $406,360 to $376,340,
primarily due to depreciation. Other assets decreased by $65,688, from
$1,795,610 to $1,729,922, mainly due to amortization.
Page 9
<PAGE>
TOTAL LIABILITIES remained approximately constant, increasing by only
$62,095 from $4,889,576 at the end of fiscal 1999 to $4,951,671 at the end of
first quarter of fiscal 2000. Accounts payable increased by $109,894 from
$1,260,668 to $1,370,562, due to some extended payables. Accrued expenses
decreased by $32,177, from $569,675 to $537,498. The current portion of long
term debt increased by $189,030 due mainly to the inclusion of the first Finova
debt repayment of $200,000 due on October 1, 2000.
LONG-TERM DEBT decreased by $204,652 from $2,071,541 at September 30,
1999 to $1,866,889 at December 31, 1999 due to the reclassification of the first
Finova debt repayment to current debt and capital lease payments.
OPERATING CASH FLOWS were negative in the first quarter of fiscal 2000,
amounting to $160,396; this is significantly improved from an operating cash
outflow of $487,516 in the comparable quarter of fiscal 1999. Operating cash
decreased due to the net loss incurred $175,085 and an increase in accounts
receivable ($140,176), offset by total depreciation and amortization of
$101,129, and other working capital changes of $53,736.
Investment activity was very limited; the Company acquired equipment
valued at $4,698. Other assets increased by $723, for a net cash usage for
investment activities of $5,421. Long-term debt and capital lease repayments,
totaling $15,622, constituted all of the Company's financing activities.
The net affect of these transactions was a decrease in cash of
$181,439, resulting in a cash balance at the end of the first quarter of fiscal
2000 of $1,117,545.
As of December 31, 1999 the Company had an outstanding order backlog
for product and services of approximately $732,000, as compared to a backlog of
$978,900 as of December 31, 1998, and a backlog of $718,000 at the end of fiscal
1999. The Company believes that substantially all of the $732,000 backlog will
be realized in fiscal 2000.
RESTRUCTURING CHARGES
As of September 30, 1999, the Company recorded a restructuring charge
of $149,288 related to the closure and subsequent consolidation, in part, of the
Nametre Division's Metuchen, New Jersey facility into the Company's Bedford
facility. The restructuring charge was primarily related to employee severance
and certain non-recurring charges. The relocation took place in November 1999
with a complete closure of the facility in January 2000. During the three months
ended December 31, 1999, the Company paid out approximately $33,000 in severance
payments and $11,000 in non-recurring expenses which were charged against
current liabilities with a balance of approximately $105,000 remaining in
current liabilities related to future severance payments. The Company
anticipates that the restructuring payments will be substantially completed
within the next two quarters.
NOTES PAYABLE LINE OF CREDIT, SUBORDINATED DEBT LOAN
As of September 30, 1998, the Company was a party to a Silicon Valley
Bank combined line of credit and term loan of $1,750,000 secured by
substantially all of the assets of the Company. As of September 23, 1999, this
line was decreased to $1,250,000 through repayment and retirement of the
$500,000 term loan. Advances under this line cannot exceed 75% of the Company's
eligible accounts receivable plus 20% of inventory, as defined. All outstanding
amounts are payable on demand and advances are contingent upon maintaining
certain covenants relative to cash and borrowing availability under the line of
credit. As of December 31, 1999, total advances under this line of credit were
$488,938, the same amount as that outstanding as of September 30, 1999. As of
December 31, 1999, the Company was in compliance with all covenants on this line
of credit.
Page 10
<PAGE>
As of September 29,1998, the Company was party to a $2,000,000
subordinated debt financing agreement with Finova Mezzanine Capital, Inc.
("Finova"), a senior subordinated debt lender, secured by substantially all of
the assets of the Company, but subordinated to the Silicon Valley Bank
financing. This loan is due in full September 30, 2003, with interest-only
payments for the first two years, and partial payments beginning October 1,
2000. This financing requires maintenance of a covenant in which the ratio of
long term debt (excluding current portion) to EBITDA cannot exceed certain
levels. As of December 31, 1999, the Company was not in compliance with this
covenant; subsequently, this covenant was waived and amended to a minimum EBITDA
covenant. The Company was in compliance with the amended covenant.
SUBSEQUENT EVENT, SUBORDINATED DEBT LOAN
On January 11, 2000, the Company entered into an agreement with an
existing shareholder and subordinated debt lender, Massachusetts Technology
Development Corporation ("MTDC"), and Finova. MTDC was the holder of a
subordinated promissory note for $450,000, due November 23, 1999. Finova is the
holder of a subordinated promissory note for $2,000,000, payable in full on
October 1, 2003. Under the agreement, MTDC converted $225,000 of the promissory
note into 94,937 shares of the Company's common stock, at a conversion price of
$2.37 per share, and the Company repaid the remaining balance on the promissory
note of $225,000. The Company also repaid $100,000 of the Finova subordinated
promissory note and issued a warrant to Finova for 4,310 shares of the Company's
common stock, at a price of $0.50 per share.
In connection with this agreement, existing stockholders, including an
officer, purchased additional equity of 116,939 shares of common stock for
$277,145, at a price of $2.37 per share. In addition, directors of the Company,
including officers, exercised options for 32,843 shares of the Company's common
stock for $47,895.
As a result of this transaction, outstanding common stock increased
from 1,020,747 to 1,265,193 and warrants and options outstanding decreased from
699,064 to 505,717. The financial statement effect of the transactions has been
reflected on the Company's unaudited pro forma balance sheet.
Page 11
<PAGE>
OTHER COMPANY INITIATIVES
The Company expects to continue to invest in enhanced sales and
marketing efforts, new product development, and the development of strategic
relationships, including licensing, acquisitions, mergers, or OEM agreements.
Management believes that operating capital, the line of credit from Silicon
Valley Bank, and the $2,000,000 subordinated debt financing from Finova, plus
the subsequent financing agreement among current investors, MTDC and Finova,
will provide sufficient capital to maintain stable Company operations throughout
fiscal 2000. The Company believes that its strategic initiatives, the recently
completed Nametre restructuring, and other costs savings will provide stable
Company operations for the foreseeable future. However, there can be no
assurance that additional or adequate profitability and operating funds will be
generated as a result of such cost reductions or that strategic relationships
will materialize, or that additional funding, if required, can be obtained on
acceptable terms.
YEAR 2000 UPDATE
The Company has not experienced any business disruptions related to the
"Year 2000" issue. Nevertheless, the Company is continuing to evaluate the risks
associated with a potential delayed impact of Year 2000 failures. Any such
failure could materially and adversely impact the Company's results of
operations, liquidity, and financial position. The Company believes that its
Year 2000 compliance project has reduced, but not eliminated, the possibility
that its operations in the future will encounter any significant interruptions
related to the Year 2000 issue.
Page 12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Metrisa, Inc.
By: \s\ John E. Wolfe
--------------------
John E. Wolfe
President
Date: May 12, 1999
Page 13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,117,545
<SECURITIES> 0
<RECEIVABLES> 2,091,422
<ALLOWANCES> (167,000)
<INVENTORY> 1,198,005
<CURRENT-ASSETS> 4,346,552
<PP&E> 1,441,783
<DEPRECIATION> (1,065,443)
<TOTAL-ASSETS> 6,452,814
<CURRENT-LIABILITIES> 3,084,782
<BONDS> 0
0
0
<COMMON> 510,237
<OTHER-SE> 990,906
<TOTAL-LIABILITY-AND-EQUITY> 6,452,814
<SALES> 1,733,154
<TOTAL-REVENUES> 1,733,154
<CGS> 876,011
<TOTAL-COSTS> 923,695
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (112,976)
<INCOME-PRETAX> (66,552)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (66,552)
<EPS-BASIC> (0.17)
<EPS-DILUTED> (0.17)
</TABLE>
