FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: March 31, 1999
--------------
Commission File Number: 0-17264
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ALFA International Corp.
(Exact name of registrant as specified in its charter)
New Jersey 22-2216835
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
107 Industrial Drive, Jersey City, New Jersey 07305
(Address of principal executive offices)
(201) 332-2200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act
of 1934 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. [x] Yes [ ] No
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. [x] Yes [ ] No
As of November 19, 1999, the registrant had outstanding 7,641,398 shares of
Common Stock,par value $.01 per share.
<PAGE>
ALFA INTERNATIONAL CORP.
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BALANCE SHEETS
DECEMBER 31, 1998
MARCH 31, 1999
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998
THREE MONTHS ENDED MARCH 31, 1999
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31,1999
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1998
THREE MONTHS ENDED MARCH 31, 1999
NOTES TO FINANCIAL STATEMENTS
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II - OTHER INFORMATION
ITEM 5: OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORT ON FORM 8-K
<PAGE>
ALFA INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
---------------------------
<TABLE>
<CAPTION>
ASSETS March 31, December 31,
1999 1998
----------- ------------
(Unaudited) Note 1
----------- ------------
<S> <C> <C>
CURRENT ASSETS:
Cash and equivalents $ 2,976 $ 9,897
Accounts receivable 3,393 7,173
Inventory 60,739 59,664
Prepaid expenses and other
current assets 16,449 19,073
Total Current Assets 83,557 95,807
PROPERTY AND EQUIPMENT:
Office & Computer Equipment 36,666 35,872
Furniture & Fixtures 33,528 33,528
70,194 69,400
Less: Accumulated depreciation (45,878) (42,879)
24,315 26,521
Other Assets 4,747 4,747
--------- ------------
Total Assets $ 112,619 $ 127,075
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 109,625 $ 105,519
Loan From Officer 10,000 -
Accrued expenses and
other current liabilities 4,072 4,675
--------- ------------
Total Current Liabilities 123,697 110,194
--------- ------------
STOCKHOLDERS EQUITY:
Common Stock - $ .01 par value
Authorized - 15,000,000 shares
Issued - 6,441,398 shares at 3/31/99
and at 12/31/98 64,414 64,414
Capital in excess of par value (Note 2) 4,668,703 4,168,703
Retained earnings (deficit) (4,744,195) (4,216,236)
----------- -----------
Total Stockholders' Equity (11,078) 16,881
----------- -----------
Total Liabilities & Equity $ 112,619 $ 127,075
</TABLE>
<PAGE>
ALFA INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31
------------------
1999 1998
REVENUES:
Net sales $ 14,771 $ 22,013
Interest Income 24 698
Other income 2,809 18,108
------- -------
17,604 40,819
------- -------
COST AND EXPENSES:
Cost of sales 4,376 9,886
Selling, general and administrative (Note 2) 541,187 101,389
Interest expense 0 0
------- -------
545,563 111,275
------- -------
NET LOSS $ (527,959) $ (70,456)
--------- --------
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 6,441,398 6,268,018
NET INCOME (LOSS) PER SHARE (Note 2) $ (.08) $ (.01)
----- -----
<PAGE>
ALFA INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
---------------------------------------------------------
<TABLE>
<CAPTION>
Common Stock
----------------------
Capital in Retained
Par Excess of Earnings
Shares Value Par Value (Deficit
--------- ----------- ----------- ------------
<S> <C> <C> <C> <C>
Balances At
December 31,
1998 6,441,398 $ 64,414 $ 4,168,703 $ (4,216,236)
Issuance of Stock Options
Pursuant to Consulting
Agreement (Note 2) $ 500,000
Net (loss) for
the Three
Months ended
March 31, 1999 $ ( 527,959)
--------- --------- ------------ --------------
Balances At
March 31, 1999 6,441,398 $ 64,414 $ 4,668,703 $ (4,744,195)
--------- -------- ----------- -------------
</TABLE>
<PAGE>
<TABLE>
ALFA INTERNATIONAL CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
---------------------------------------
(UNAUDITED)
<CAPTION>
Three Months Ended
March 31
--------------------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (527,959) $ (70,456)
Adjustments to reconcile net loss to net cash
flows from operating activities:
Depreciation and amortization 3,000 6,384
Issuance of Stock Options (Note 2) 500,000 -
Changes in operating assets and liabilities:
Accounts receivable 3,780 (6,376)
Inventories (1,075) (10,204)
Other current assets 2,624 (9,576)
Accounts payable 4,106 (34,009)
Other assets - (300)
Other Liabilities - (7,500)
Accrued expenses (603) (1,641)
---------- -----------
Net cash flows from operating activities (16,127) (133,678)
---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property and equipment (794) (2,110)
---------- -----------
Net cash flows from investing activities (794) (2,110)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Loan from Officer 10,000 -
Issuance of Common Stock - 125,000
Net cash flows from financing activities 10,000 125,000
---------- -----------
NET CHANGE IN CASH AND EQUIVALENTS (6,921) (10,788)
---------- -----------
CASH AND EQUIVALENTS, BEGINNING OF PERIOD 9,897 42,088
---------- -----------
CASH AND EQUIVALENTS, END OF PERIOD $ 2,976 $ 31,300
---------- -----------
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid (refunded) 0 0
---------- -----------
Interest paid $ 0 $ 0
---------- -----------
</TABLE>
<PAGE>
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION:
The balance sheet for Alfa International Corp. ("Alfa" or ,the "Company") at
the end of the preceding fiscal year has been derived from the audited balance
sheet and notes thereto contained in the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 1998 and is presented herein for
comparative purposes. All other financial statements are unaudited. In
the opinion of management all adjustments which include only normal recurring
adjustments necessary to present fairly the financial position, results of
operations and changes in financial position for all periods presented have
been made. The results of operations for interim periods are not necessarily
indicative of operating results for the full year. Alfa presently has one
wholly-owned subsidiary through which it conducts all operations. All inter-
company transactions have been eliminated in its consolidation with Alfa.
Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted in
accordance with the published rules and regulations of the Securities and
Exchange Commission. These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 1998.
NOTE 2 - STOCK BASED COMPENSATION - CONSULTING AGREEMENT:
Under a consulting agreement dated January 20, 1999, the Company granted a
total of 2,000,000 stock options ("Options"), 500,000 each at exercise prices
of $.25; $.50; $.75 and $1.00. The Options expire at the earlier of January 20,
2002 or the date of termination of the consulting agreement. Using the Black-
Scholes option valuation model to compute the fair value of the Options on the
date of grant, the Company booked a $500,000 non-cash charge to earnings in
January 1999 to reflect this stock based compensation to the consultants.
During August, September, October and November 1999, a total of 1,200,000
Options were exercised, 500,000 at $.25; 500,000 at $.50 and 200,000 at $.75.
The Company received proceeds totaling $525,000.
<PAGE>
ALFA INTERNATIONAL CORP. AND SUBSIDIARY
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
The balance sheet for the Company at the end of fiscal year 1998 contained
herein has been derived from the balance sheet audited by the Company's
independent certified public accountants which is contained in the Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 1998. All
other financial statements are unaudited.
All of the Company's operations are conducted through its wholly owned
subsidiary, Ty-Breakers Corp. ("Ty-Breakers"). Ty-Breakers is engaged in the
business of manufacturing and marketing apparel, mostly jackets, made from
Tyvek and Kensel. Ty-Breakers maintains a website at www.ty-breakers.com .
Tyvek is a registered trademark of the Du Pont Company. Kensel is a
trademark of Ty-Breakers used to identify Ty-Breakers' patented fabric
material. Ty-Breakers began implementing its sales and marketing plan in July
of 1997 but due to financial constraints Ty-Breakers postponed until early 2000
the planned marketing efforts to sell its products to retail stores and catalog
companies. Ty-Breakers has concentrated its efforts during 1999 on the sale of
custom projects which, because of their terms of sale, generally require
smaller cash outlays.
The Company and two consultants ("Consultants") entered into a consulting
agreement dated January 20, 1999 (SEE: "Exhibits") under which the Consultants,
among other things, agreed to provide the Company and Ty-Breakers with
management consulting services, international marketing services and corporate
finance advice and the Company agreed to compensate the Consultants by granting
them four stock options (2 to each consultant) covering a total of two
million shares of the Company's Common Stock. Discussions with the Consultants
have, among other things, led to initial marketing attempts by Ty-Breakers to
sell its products in overseas markets, the end of Alfa's involvement with Auto
Pilot, Inc. and the pursuit by Alfa of an investment and/or acquisition in an
internet related business. As of November 15, 1999 the Consultants have
exercised options for 1,200,000 shares of Common Stock and the Company has
received proceeds of $525,000. Based upon conversations with the Consultants,
the Company expects them to exercise the remaining 800,000 Options from which
the Company would receive proceeds of $775,000 but no assurance can be given at
this time that such remaining Options will actually be exercised. During the
first quarter of 1999, the Company incurred a one-time non-cash charge of
$500,000 (with an offsetting $500,000 credit to paid in capital) to account for
the fair valuation of the Options at the time of grant.
The Company's lease on its Irvington , New York facility was due to expire on
March 31, 1999 but was extended until June 30, 1999 after which the Company
moved its and Ty-Breakers operations to their present location in Jersey City,
New Jersey. As Alfa's and Ty-Breakers' business plans unfold, and depending
upon future events, the Company may move Alfa and/or Ty-Breakers to different
locations.
During 1999, Ty-Breakers continued development of its "ExtremeTease" line of
gift items and tee shirts bearing proprietary art commissioned by Ty-Breakers.
The copyrights for all the art commissioned for the ExtremeTease line is owned
<PAGE>
by Ty-Breakers and Ty-Breakers has filed an application to register the
trademark "ExtremeTease" with the U.S Office of Trademarks. Ty-Breakers has
also reserved the Internet address www.extremetease.com for future use in
marketing this new line. Ty-Breakers intends to recruit a nationwide
independent sales representative force to sell its ExtremeTease line and later
its Tyvek and Kensel apparel to retail stores and catalog companies. The
ExtremeTease line is scheduled for introduction at trade shows during
January 2000.
Alfa intends to build its Ty-Breakers subsidiary around its core products of
Tyvek and Kensel apparel by acquiring and / or developing new lines (such as
the ExtremeTease gift line) and Alfa will continue the preliminary discussions
it is conducting to pursue an acquisition and/or investment in an internet
related business.
RESULTS OF OPERATIONS:
THREE MONTHS ENDED MARCH 31,1999 vs.
THREE MONTHS ENDED MARCH 31,1998
The Company experienced a decrease in net revenue of $23,215 for the first
quarter of 1999 as compared to the same period in the previous year. This
revenue decrease resulted from a decrease in Ty-Breakers' sales of $7,242
attributable to the previously disclosed lack of follow-on marketing and a
$15,299 decrease in other income attributable to a non-recurring increase in
this category for the same period in the previous year. The cost of sales
percentage for the first quarter of 1999 was 29.6% and the gross profit
percentage was 70.4%.
Selling, general and administrative expenses increased by $439,798 (433.8%)
during the first quarter of 1999 compared to the same period in the previous
year. This increase is entirely attributable to the non-recurring $500,000 non-
cash compensation expense incurred by the Company during January 1999 to
account for the fair market value of options granted to consultants. Excluding
this non-cash charge, SG&A actually decreased by $60,202 (59.4%) as
compared to the same period in the previous year. This decrease is attributable
to the Company's cost containment measures, including reductions in employee
salaries, in the face of financial strains.
The Company experienced a net loss of $527,959 for the first quarter of 1999
as compared to a net loss of $70,456 during the same period in the previous
fiscal year. This increase of $457,503 (649.3%) is entirely attributable to the
non-recurring $500,000 non-cash compensation expense referred to above.
Excluding this non-cash charge, the Company's loss actually decreased by
$42,497 (60.3%) as compared to the same period in the previous year. The
continued losses for the Company are attributable to Ty-Breakers' failure to
attain a sufficient level of sales as a result of its curtailed marketing
efforts. The Company has sharply reduced its operating expenses in
1999 but will need to further increase sales in order to attain profitability -
a goal which is expected to be met in fiscal year 2000, but not before.
Management believes that a profitable level of sales will be attained after the
Company re-starts its marketing efforts directed at retail stores, recruits its
independent sales representatives and introduces its new gift line. The roceeds
which the Company has received from the exercise of Options during 1999 will
assist the Company in pursuing these objectives.
<PAGE>
No significant increases in inventory or capital expenditures occurred during
the first quarter of 1999.
LIQUIDITY AND CAPITAL RESOURCES:
The Company has experienced negative cash flows during the first quarter of
1999 primarily dueto operating losses. The Company's operating loss during this
period however includes non-cash charges totaling $503,000 which, although
material, do not negatively impact cash flow. At March 31, 1999 the Company had
negative working capital of $(40,140) as compared to negative working capital
of $(14,387) at December 31, 1998. This increase of $(25,753) is primarily
attributable to the Company's losses during the period. The Company's President
extended a short term loan of $10,000 to the Company during the first quarter
of 1999. Approximately 75% of current assets are invested in inventory, 4% is
held in cash and the balance invested in accounts receivable and pre-paid
expenses. Receipt by the Company of $525,000 in proceeds from the exercise of
Options during August-November 1999 has positively affected the Company's
working capital position as of the date hereof.
Management plans to re-start and carry out the Ty-Breakers' sales and marketing
plan directed at retailers in order to increase Ty-Breakers' level of sales.
The Company's cost containment moves, increased activity in custom Tyvek sales
(i.e. sales other than to retailers) and exercise of stock options in late 1999
by consultants to the Company will converge in early 2000 with new product line
introductions and sales representatives to position Ty-Breakers to begin
aggressively marketing its products. While no assurances can be given at this
time, management believes that such marketing efforts will successfully
increase Ty-Breakers' sales turning Ty-Breakers profitable in fiscal year 2000.
Projected revenue for fiscal 1999 is expected to exceed revenue in fiscal 1998
but still remain insufficient to attain profitability in 1999. Exclusive of
one-time non-cash charges in fiscal 1998 and 1999, projected expenses are
expected to be significantly lower in fiscal 1999 than in fiscal 1998. Revenues
(and associated sales expenses) are projected to increase significantly in
fiscal 2000. It is necessary for the Company to increase its levels of sales
in order to allow continued operations.
Forward Looking Statements
- --------------------------
Certain statements made in this report on Form 10-QSB are "forward looking"
statements within the meaning of the Private Securities Litigation Reform Act
of 1995. Such statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, performance or achievements of the
Company to be materially different from any future results implied by such
forward looking statements. Although the Company believes that the expectations
reflected in such forward looking statements are based upon reasonable
assumptions, the Company's actual results could differ materially from those
set forth in the forward looking statements. Certain factors that might cause
such a difference might include: the acceptance in the marketplace of the
Company's planned ExtremeTease product line, the growth of the market for
the Company's products, the renewal by Congress of China's most-favored-nation
trade status, the ultimate decision by the Company whether or not to invest in
an internet related business or the success of the Company's various marketing
initiatives.
<PAGE>
Year 2000 Compliance
- --------------------
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any computer program
that has date-sensitive software may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or mis-
calculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices or engage
in similar normal business activities.
Based on assessments made in fiscal years 1997 and 1998, the Company has
updated all versions of operating and financial & accounting software to be
Year 2000 compliant so that all of its systems recognize and utilize dates
beyond December 31, 1999 properly. The Company believes that the modifications
and conversions it has completed will allow it to mitigate any problems
associated with the Year 2000 issue.
The Company has also received formal communications from its bank, transfer
agent, and major suppliers that their systems are also Year 2000 compliant.
Based on the foregoing and the Company's own research, the Company does not
believe that it is vulnerable to any third parties' failure to remediate their
own Year 2000 issues. The financial impact on the Company of bringing
its equipment and systems into Year 2000 compliance is not anticipated to be
material to the Company's financial position or results of operations.
PART II - OTHER INFORMATION
ITEM 5: OTHER INFORMATION
The Company and two consultants ("Consultants") entered into a consulting
agreement ("Agreement") dated January 20, 1999 (SEE: "Exhibits") under which
the Consultants, among other things, agreed to provide the Company and Ty-
Breakers with management consulting services, international marketing services
and corporate finance advice, and the Company agreed to compensate the
Consultants by granting four stock options (the "Options") consisting of two
separate options for each of the consultants. Each Option is for 500,000 shares
of the Company's Common Stock and the exercise prices of the Options are $.25;
$.50; $.75 and $1.00. The Options cover a total of two million shares of the
Company's Common Stock and they expire at the earlier of January 20, 2002 or
the date of termination of the Agreement. On February 19, 1999 the Company
filed a registration statement on Form S-8 with the U.S. Securities and
Exchange Commission registering the shares of Common Stock underlying the
Options. As of November 15, 1999 the Consultants have exercised Options for
1,200,000 shares of Common Stock and the Company has received proceeds of
$525,000. The Company computed the fair value of the Options at the time of
grant using the Black-Scholes option valuation model and booked such fair value
in January 1999 as compensation to the consultants.
<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits numbered in accordance with Item 601(a) of Regulation S-B.
Exhibit Page
Numbers Description Number
3.1 Articles of Incorporation, as amended *
3.2 By-laws *
4.1 Stock Option Agreement between the Company
and Gary Todd **
4.2 Stock Option Agreement between the Company
and William G. Brown **
10 Consulting Agreement between the Company and
William G. Brown and Gary Todd dated January 20,1999
incorporating stock option grants **
27 Financial Data Schedule E-01
__________________
* Previously filed as exhibits to the Company's Registration Statement
on Form S-1 (File No. 33-18591) filed with the Securities and
Exchange Commission and incorporated herein by reference thereto.
** Previously filed as exhibits to the Company's Registration Statement
on Form S-8 (File No. 333-72613) filed with the Securities and
Exchange Commission and incorporated herein by reference thereto.
(b) Reports on Form 8-K
None
<PAGE>
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.
DATED: November 22, 1999 ALFA INTERNATIONAL CORP.
(Registrant)
By: /s/ Frank J. Drohan
----------------------
Frank J. Drohan
Chief Executive Officer
and Chief Financial Officer
Ty-Breakers markets Tyvek apparel as promotional products
for major national commercial enterprises, sporting events and
athletic associations. The apparel is used as promotional,
advertising and marketing items by these organizations. Ty-
Breakers also markets Tyvek and Kensel apparel to retail stores,
catalog companies and fashion designers.
Tyvek, a synthetic material produced by Du Pont, is made of
100% polyethylene and is exceptionally strong, water resistant,
wind proof and printable. From the Company's perspective, the
most important characteristic of Tyvek is its reproductive print
quality. Kensel is the trade name used to identify the patented
fabric material, which is the proprietary product of Ty-Breakers.
Kensel is made by laminating a poly-cotton material to Tyvek.
Apparel products made from Kensel have a more substantial "feel"
than products made from Tyvek.
Du Pont presently produces all of the Tyvek material. Ty-
Breakers purchases all of its Tyvek requirements directly from Du
Pont in the United States or from DuPont's Asian agent. The
inability or failure of Du Pont to deliver this material to Ty-
Breakers would have a material adverse effect upon the operations
of Ty-Breakers. To date, Ty-Breakers has not had any significant
problems in obtaining Tyvek from Du Pont or its agent for its
manufacturing needs nor does it anticipate a shortage in the near
future. Ty-Breakers believes it maintains a good working
business relationship with Du Pont.
Ty-Breakers has its Tyvek and Kensel apparel products
manufactured and printed by unaffiliated third parties in the
United States and Asia.
Ty-Breakers' Tyvek jacket has become its primary product for
corporate identity, advertising and promotion purposes (the
"promotional business"). Other Tyvek products are vests, hats,
bags, aprons and banners. The Tyvek products sold by Ty-Breakers
are collectively referred to as Tyvek apparel and the Kensel
products are collectively referred to as Kensel apparel. In
November 1997, Ty-Breakers initiated a marketing effort whereby
it began to market its Tyvek and Kensel apparel to retail stores
and catalog companies nationwide for ultimate purchase by
consumers. Ty-Breakers also sells its Tyvek and Kensel apparel to
consumers via its Internet website www.ty-breakers.com. Tyvek and
Kensel jackets are the primary products sold by Ty-Breakers to
retail stores and catalog companies. T-Breakers has also sold
jackets, shirts, bags and dresses made from Tyvek to various
fashion designers. Customers who have purchased Tyvek and Kensel
apparel include brewers, food distributors, automotive companies,
hotels & resorts and other major corporations as well as sponsors
of sporting and special events and numerous retail stores,
catalog companies and fashion designers. Additionally, Ty-
Breakers sells Tyvek and Kensel jackets directly to consumers
through its worldwide website on the Internet.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-1-1999
<PERIOD-END> MAR-31-1999
<CASH> 2,976
<SECURITIES> 0
<RECEIVABLES> 3,393
<ALLOWANCES> 0
<INVENTORY> 60,739
<CURRENT-ASSETS> 83,557
<PP&E> 70,194
<DEPRECIATION> (45,878)
<TOTAL-ASSETS> 112,619
<CURRENT-LIABILITIES> 123,697
<BONDS> 0
0
0
<COMMON> 64,414
<OTHER-SE> (11,078)
<TOTAL-LIABILITY-AND-EQUITY> 112,619
<SALES> 14,771
<TOTAL-REVENUES> 17,604
<CGS> 4,376
<TOTAL-COSTS> 545,563
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (527,959)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (527,959)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
