FORM 10-K/A-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20524
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended: June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 33-19598-D
SUNLIGHT SYSTEMS, LTD.
(Exact name of registrant as specified in its charter)
Nevada 84-0992908
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
820 S. Colorado Blvd., Denver, CO 80222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 303-691-1900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON $0.001
(Title of class)
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
Company was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes _X_ No__
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to
Rule 405 of Regulation S-K is not contained herein and will not be contained, to
the best of the Company's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [x]
As of August 31, 1996, there were Nine Million, Sixty-Four (9,000,064)
common shares outstanding, Two million, Five Hundred and Ninety-One
Thousand, Forty-Two (2,591,042) of which were held by non-affiliates.
No market existed as of that date for the common stock of the
Registrant. Therefore, the aggregate market value of the non-affiliated
common shares, as of that date, was approximately $0.00.
DOCUMENTS INCORPORATED BY REFERENCE
Financial Statements for the Company's fiscal year ended June 30, 1995,
included in the Company's Annual Report on Form 10K, dated October 11, 1995.
<PAGE>
The Registrant hereby submits its Form 10-K amendment to amend Item 8 of
its Annual Report on Form 10-K for the fiscal year ended June 30, 1996 as filed
with the Securities and Exchange Commission on September 26, 1996 as follows:
ITEM 8
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Sunlight Systems, Ltd..
(Formerly Mendell-Denver Corporation)
Financial Statements
Three years ended June 30,1996 and
two months ended August 31, 1996
Table of Contents
Page
Independent Auditors Report .................................... F-1
Financial Statements
Balance Sheets ....................................... F-2
Statements of Operation .............................. F-3
Statements of Changes in Stockholder's Equity ........ F-4
Statement of Cash Flows .............................. F-5 to F-6
Notes to Financial Statements .................................. F-7 to F-12
The schedules for which provision is made in
Regulation S-X are not required under the
instructions contained therein, are inapplicable, or
the information required is in the financial
statements or footnotes.
The Company's Financial Statements, for the fiscal
year ended June 30, 1995 and prior years are in the
Company's Annual Report on Form 10K, dated October
11, 1995 and have been incorporated herein by
reference. See Cover Page.
F-1.01
<PAGE>
LARRY O'DONNELL, CPA, P.C.
Office
Office 745-4545 2851 South Parker Road, Suite 1040
Residence 755-7182 Aurora, Colorado 80014
Residence
2383 South Sedalia Circle
Aurora, Colorado 80013
Board of Directors
Sunlight Systems, Ltd.
Denver, Colorado
Independent Auditor's Report
I have audited the accompanying balance sheet of Sunlight Systems, Ltd. as of
August 31, 1996 and the related statements of operations, changes in
stockholders' equity and cash flows for the two months then ended and the
accompanying balance sheets of Mendell-Denver Corporation as of June 30, 1996
and 1995 and the related statements of operations, changes in stockholders'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Company's. My responsibility is to express an opinion
on these financial statements based on my audit. The financial statements of
Mendell-Denver Corporation as of June 30, 1994, were audited by other auditors
whose report date August 23, 1994 expressed an unqualified opinion on those
statements.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing their accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a resonable basis for my opinion.
In my opinion, the 1996 and 1995 financial statements referred to above present
fairly, in all material respects, the financial position of Sunlight Systems,
Ltd. as of August 31, 1996 and the results of its operations and its cash flows
for the two months then ended and the financial position of Mendell-Denver
Corporation as of June 30, 1996, and 1995 and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.
Larry O'Donnell, CPA, PC
September 14, 1996
F-1
<PAGE>
<TABLE>
<CAPTION>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Balance Sheets
Assets
August 31, June 30, June 30,
1996 1996 1995
<S> <C> <C> <C>
Current assets
Cash .......................................................................... $ 56,997 $ 407 $ 2,084
Accounts receivable ........................................................... 636 3,032
Stock subscriptions note receivable ........................................... 87,233
Inventory ..................................................................... 92,361
Prepaid expenses .............................................................. 638 1,113
Income tax refund receivable
---------- ---------- ----------
Total current assets ......................................................... 237,865 407 6,229
---------- ---------- ----------
Property and equipment, net of
accumulated depreciation of $2,163 ............................................ 67,320
----------
Other assets
Investment in oil and gas properties .......................................... 300,000
Available for sale securities of
Energy Corporation common stock,
Restricted ............................................................ 500,000
Unrestricted, including allowance for
increase in market value of $13,891 ............................... 263,891
Start-up costs, net of accumulated
amortization of $1,021 ................................................... 29,606
Dealer and distributor costs, net of
accumulated amortization of $1,667 ....................................... 28,333
Deposits ...................................................................... 4,590
----------
1,126,420
----------
$1,431,605 $ 407 $ 6,229
========== ========== ==========
</TABLE>
See Notes to Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity
August 31, June 30, June 30,
1996 1996 1995
<S> <C> <C> <C>
Current liabilities
Accounts payable ........................................................... $ 20,761 $ 2,345
Loan payable .............................................................. 35,129
Payroll and sales taxes .................................................... 4,725
----------- -----------
Total current liabilities .................................................. 60,615 2,345
----------- -----------
Commitments
Stockholders' equity
Sunlight Systems, Ltd. ...........................................................
Preferred stock, $.0001 par value
5,000,000 shares authorized, none issued
Common stock, $.0001 par value
45,000,000 shares authorized, 9,000,064
issued and outstanding ................................................ 900
Additional paid in capital ................................................. 1,439,509
Unrealized gain on securities available for sale ........................... 13,891
Accumulated deficit ........................................................ (83,310)
Stockholders' equity
Mendell-Denver Corporation
Preferred stock, $0.01 par value,
1,000,000 shares authorized, none issued
Common stock, $0.001 par value,
25,000,000 shares authorized ,
shares issued and outstanding,
1996,-10,491,558, 1995,-5,491,558 .................................... $ 10,492 5,492
Accumulated deficit ....................................................... (10,085) (1,608)
----------- ----------- -----------
1,370,990 407 3,884
----------- ----------- -----------
$ 1,431,605 $ 407 $ 6,229
=========== =========== ===========
</TABLE>
See Notes to Financial Statements
F-2
<PAGE>
<TABLE>
<CAPTION>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Statements of Operations
Two months
Ended Years Ended June 30,
August 31, 1996 1996 1995 1994
<S> <C> <C> <C> <C>
Sales ............................................... $ 2,278
Cost of sales ....................................... 1,202
-----------
Gross profit ........................................ 1,076
Revenues ............................................ $ 8,993 $ 6,872 $ 2,759
General and administrative expenses ................. 84,386 12,570 16,332 43,194
Interest expense ................................... 3,969
----------- ----------- ----------- -----------
Loss from operations ................................ (83,310) (3,577) (13,429) (40,435)
Provision from income taxes ......................... (1,113) (7,115)
----------- ----------- ----------- -----------
Net loss ............................................ $ (83,310) $ (3,577) $ (12,316) $ (33,320)
=========== =========== =========== ===========
Net loss per common share............................ ($ .0093) ($ .0007) ($ .0022) ($ .0061)
=========== =========== =========== ===========
Weighted average number of common
shares outstanding ............................. 9,000,064 5,491,558 5,491,558 5,491,558
=========== =========== =========== ===========
</TABLE>
See Notes to Financial Statements
F-3
<PAGE>
<TABLE>
<CAPTION>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Statement of Changes in Stockholders' Equity
Sunlight Systems, Ltd.
-------------------------------------------------------------------------------------------------------------
Additional Unrealized
Common Stock Paid-In Gain On Accumulated
Shares Amount Capital Securities Deficit
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1993 .............
Net loss for the year
ended June 30, 1994 ............
Balance June 30, 1994 ..............
Net loss for the year
ended June 30, 1995 .............
Balance, June 30, 1995 .............
Sale of common stock ...............
Net loss for the year
ended June 30, 1996 .............
Balance, June 30, 1996 .............
Exchange of Mendell-Denver
Corporation stock for Sunlight
Systems, Ltd. stock at 5 for 1 .. 2,098,312 $ 210 $ 197
Issuance of common stock for cash
and other property .............. 6,901,752 690 1,439,312
Net loss for two months
ended August 31, 1996............ (83,310)
Unrealized gain on securities ...... 13,891
------------ ------------ ------------ ------------ ------------
Balance, August 31, 1996 ........... 9,000,064 $ 900 $ 1,439,509 $ 13,891 ($ 83,310)
============ ============ ============ ============ ============
</TABLE>
Mendell-Denver Corporation
-------------------------------------------
Retained
Common Stock Earnings
Shares Amount (Deficit)
Balance, June 30, 1993 ............. 5,491,558 $ 5,492 $ 44,028
Net loss for the year
ended June 30, 1994 ............. (33,320)
------------ ------------ ------------
Balance June 30, 1994 ............. 5,491,558 5,492 10,708
Net loss for the year
ended June 30, 1995 ............. (12,316)
------------ ------------ ------------
Balance, June 30, 1995 ............. 5,491,558 5,492 (1,608)
Sale of common stock ............... 5,000,000 5,000 (4,900)
Net loss for the year
ended June 30, 1996 ............. (3,577)
------------ ------------ ------------
Balance, June 30, 1996 ............. 10,491,558 10,492 (10,085)
Exchange of Mendell-Denver
Corporation stock for Sunlight
Systems, Ltd. stock at 5 for 1 .. (10,491,558) (10,492) 10,085
Issuance of common stock for cash
and other property .............
Unrealized gain on securities .....
------------ ------------ ------------
Balance, August 31, 1996 .......... $ 0 $ 0 $ 0
============ ============ ============
See Notes to Financial Statements
F-4
<PAGE>
<TABLE>
<CAPTION>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Statements of Cash Flows
Two Months
Ended Year ended June 30,
August 31, 1996 1996 1995 1994
<S> <C> <C> <C> <C>
Cash flows from operating activities
Net loss ................................................... $ (83,310) $ (3,577) $ (12,316) $ (33,320)
Adjustments to reconcile net loss
to net cash from operating activities
Depreciation and amortization 4,851
Change in assets and liabilities:
(Increase) decrease in:
Accounts and escrow receivable .................... (636) 3,032 (3,032)
Inventory ........................................ (92,361)
Prepaid expenses .................................. (638)
Deposits .......................................... (4,590)
Income tax refunds receivable ..................... 1,113 (1,113)
Increase (decrease) in:
Accounts payable .................................. 20,763 (2,345) (9,905) (21,716)
Payroll and sales taxes .......................... 4,725
--------- --------- --------- ---------
Net cash used by operating activities ...................... (151,196) (1,777) (26,366) (55,036)
--------- --------- --------- ---------
Cash flows from investing activities
Purchase of property and equipment .................... (69,483)
Purchase of distribution, dealerships ................. (30,000)
Increase in start-up costs ............................ (30,627)
---------
Net cash used by investing activities ...................... (130,110)
---------
Cash flows from financing activities
Proceeds from sale of common stock .................... 302,767 100
Increase in loan payable ............................. 35,129
--------- ---------
Net cash flows from financing activities ................... 337,896 100
--------- ---------
Net increase( (decrease) in cash flows ..................... 56,590 (1,677) (26,366) (55,036)
Cash, beginning ............................................ 407 2,084 28,450 83,486
--------- --------- --------- ---------
Cash ending................................................. $ 56,997 $ 407 $ 2,084 $ 28,450
========= ========= ========= =========
</TABLE>
F-5
<PAGE>
<TABLE>
<CAPTION>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Statements of Cash Flows (continued)
Two Months
Ended Year Ended June 30
August 31, 1996 1996 1995 1994
<S> <C> <C> <C> <C>
Supplemental disclosure of cash flow information
Cash paid (received) during the period for:
Income taxes ................................. $ (1,113) $ 8,086 $4,116
======== ======= ======
Interest ..................................... $ 3,969
=======
Noncash investing and financing activities:
Assets acquired by issuance of common stock:
Stock subscription note receivable ......... $ 87,233
Investment in oil and gas property ......... $300,000
Marketable equity securities of
Energy Corporation ..................... $750,000
</TABLE>
See Notes to Financial Statements
F-6
<PAGE>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Notes to Financial Statements
1. Organization, Business and Merger of Mendell-Denver Corporation with
Sunlight Systems, Ltd.
Mendell-Denver Corporation (Mendell) was formed on July 22, 1985 for the
purpose of acquiring, exploring and developing oil and gas properties. On
May 1, 1992, Mendell sold all of its interests in oil and gas properties
and has since had no business operations.
Sunlight Systems, Ltd. (Sunlight) was formed on June 22, 1996. On July 17,
1996 it became a wholly-owned subsidiary of Mendell. Mendell was merged
with and into Sunlight with Sunlight being the surviving corporation .
Shareholders of Mendell received one common share of Sunlight for five
shares of Mendell.
Sunlight is a dealer in Colorado and Nevada and a distributor in Illinois,
Ohio, Michigan and Indiana of skylights manufactured or imported by Sun
Tunnel Systems, Inc.
2. Significant Accounting Policies
Inventories - Inventories are valued at the lower of cost or market using
the first-in, first-out (FIFO) method for determining cost. Inventories
consist of skylights and components.
Property and Equipment - Property and equipment are carried at cost. Major
additions and betterments are capitalized while replacements and
maintenance and repairs that do not improve or extend the life of the
respective assets are expenses. When property is retired or otherwise
disposed of, the related costs and accumulated depreciation and
amortization are removed from the accounts and any gain or loss is
reflected in operations.
Depreciation and amortization of property and equipment are calculated on
the straight-line method over the estimated useful lives of three to seven
years.
Intangible Assets - Intangible assets subject to amortization include
start-up costs and dealer and distributor costs. Start-up costs are being
amortized on a straight- line basis over five years. Dealer and
distributor costs are being amortized over the life of the dealer and
distributor agreements of three years.
F-7
<PAGE>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Investment in Marketable Securities - The Company classifies its
marketable equity securities as "available for sale". Securities
classified as "available for sale" are carried in the financial statements
at fair value unless they are restricted from trade. Restricted securities
are carried at cost. Realized gains and losses, determined using the
first-in, first-out method, are included in earnings; unrealized holding
gains and losses are reported as a separate component of stockholders'
equity.
Oil and Gas Properties - The Company followed the successful efforts
method of accounting for its oil and gas activities. Under this method,
costs associated with the acquisition, drilling, and equipping of
successful exploratory wells are capitalized and amortizated ratably over
the life of production from related proved reserves. Geological and
geophysical costs, delay rentals, and drilling costs of unsuccessful
exploratory wells are charged to expense as incurred. Costs of drilling,
both successful and unsuccessful development wells, are also capitalized
and amortized ratably over the life of production from related proved
reserves. Undeveloped properties are assessed periodically to determine
whether the properties have been impaired, and when impairment occurs, a
loss is recognized.
Property acquisition costs for unproved oil and gas properties are
initially capitalized. The acquisition costs for unproved properties are
assessed at least annually, and if necessary, an impairment in value
recognized. Proceeds from sales of partial interests in unproved leases
are accounted for as a recovery of cost without recognizing any gain or
loss. Costs of properties abandoned are expensed on the date of
abandonment.
Loss Per Common Share - Loss per common share is computed on the basis of
the weighted average number of common shares outstanding during the
respective periods.
Cash Equivalents - For purposes of reporting cash flow, the Company
considers cash and certificates of deposit with original maturity of three
months or less to be cash equivalents.
F-8
<PAGE>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Notes to Financial Statements (continued)
2. Significant Accounting Policies (continued)
Income Taxes - Income taxes are provided for the tax effects of
transactions reported in the financial statements and consist of taxes
currently due plus deferred taxes related when there are differences
between the bases of certain assets and liabilities for financial and tax
reporting. The deferred taxes represent the future tax return consequences
of those differences, which will either be taxable or deductible when the
assets and liabilities are recovered or settled.
Use of Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
3. Property and equipment
August 31,
1996
Vehicles $51,346
Office furniture and equipment 9,434
Leasehold improvements 8,703
-------
69,483
Less accumulated depreciation 2,163
-------
$67,320
======
4. Investment in Energy Corporation
The Company owns One Hundred and Sixty-Six Thousand, Six Hundred and Sixty
Seven (166,667) restricted shares of Energy Corporation. Energy
Corporation is a public company whose stock, as a result of it's decision
to implement a voluntary Plan of Liquidating Dissolution, is not currently
trading. As a result of the sale of all it's assets to Intercell
Corporation (NASDAQ;INCE) on July 7, 1996, Energy Corporation received
Five Million, Four Hundred and Twelve Thousand, Three Hundred and Fifty
Five (5,412,355) restricted shares of Intercell Corporation in exchange
for such assets. Energy Corporation and Intercell Corporation have agreed
F-9
<PAGE>
Sunlight Systems, Ltd.
(formerly Mendell-Denver Corporation) Notes to
Financial Statements
4. Investment in Energy Corporation (continued)
to registerand distribute to the shareholders of Energy Corporation the
Five Million, Four Hundred and Twelve Thousand, Three Hundred and
Fifty-Five (5,412,355) shares held by Energy Corporation. All beneficial
owners of common stock of Energy Corporation, as of July 8, 1996 will be
entitled, over a three (3) year period, in six (6) equal, installments,
payable in January and April of each year commencing 1997 through 1999, to
receive for each share of Energy Corporation such holder owns, one (1)
registered share of Intercell Corporation. Intercell Corporation is
currently preparing the Registration Statement for filing with the
Securities and Exchange Commission.
Unrealized gains and losses of marketable securities available for sale as
of August 31, 1996 are as follows:
Gross
Realized Fair
Shares Cost Gains Value
Shares with restrictions
lasting more than one year 111,111 $500,000 $27,777 $527,777
Shares with restrictions
lasting less than one year 5,556 $250,000 $13,891 $263,891
The unrealized gain on shares with restrictions lasting for more than one
year is not being recognized in the financial statements.
5. Operating Lease Commitments
The Company leases its office, warehouse and assembly facilities in
Colorado, Nevada and Indiana under noncancellable operating leases through
February, 2000. The leases generally require the Company pay for
insurance, common area maintenance and utilities. Two of the leases
include annual adjustments to reflect increases in the consumer price
index. Rent expense for the period ended August 31, 1996 was $4,800.
Future minimum lease payments for each of the years ended June 30 are as
follows: 1997 $29,000; 1998 $29,000; 1999 $28,000; 2000 $11,000.
F-10
<PAGE>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Notes to Financial Statements (continued)
6. Income Taxes
Deferred income taxes arise from the temporary differences between
financial statement and income tax recognition of net operating losses and
unrealized gain and losses of marketable securities.
The components of deferred taxes in the accompanying balance sheets are
summarized below:
Deferred tax assets (liabilities) arising from:
Net operating loss carryover $20,000
Unrealized gains on securities (4,000)
Less valuation allowance (16,000)
---------
Deferred taxes - net $ -
=========
At August 31, 1996, the Company has approximately $80,000 of unused
Federal net operating loss carryforwards, which expire in the year 2012.
7. Stockholders' Equity
Sunlight Systems, Ltd. issued stock as follows.
Shares Value
Exchange for 10,491,558 shares
of Mendell-Denver Corporation
at five shares for one 2,098,312 $ 407
Cash 2,083,960 300,000
Oil and gas property 2,083,896 300,000
166,667 shares of Energy
Corporation plus $90,000 cash 2,733,896 840,002
--------- ----------
9,000,064 $1,440,409
========= ==========
F-11
<PAGE>
Sunlight Systems, Ltd.
(Formerly Mendell-Denver Corporation)
Notes to Financial Statements (continued)
7. Stockholders' equity (continued)
The Company has a stock subscription note receivable which bears interest
at 8% and collateralized by common stock Intercell Corporation. The note
is due July 18, 1997 but the shareholder intends to liquidate the
Intercell Corporation common stock and pay the note by September 30, 1996.
8. Dealer agreement with Sun Tunnel Systems, Inc.
The Company currently buys all of its products from Sun Tunnel Systems,
Inc under a dealer agreement.
The Company is required by its dealer agreement to meet quotas. If the
quotas are not met, this could invalidate the dealer agreement. The total
cost of meeting the quotas could be $800,000. The quotas are s follows:
Year ended Colorado Nevada
June 30 (in units)
1997 500 150
1998 1,000 300
1999 2,000 500
Management believes that should it not meet the above quotas, it may be
able to retain its dealers status through negotiations. Management also
believes that should its relationship with Sun Tunnel Systems, Inc. cease,
it would be able to pursue other business activities though the disruption
would adversely affect operating results.
9. Related Party Transactions
The Company pays a management fee to Zenith Petroleum Corporation whose
president and a stockholder is the President and a beneficial stockholder
of the Company. Management fees of $14,000 were paid for the period ended
August 31, 1996.
The president of Energy Corporation is a minority stockholder of the
Company.
During the year ended June 30, 1995, the company paid officers $9,800 for
accounting and consulting fees.
F-12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SUNLIGHT SYSTEMS, LTD.
(Registrant)
/S/ Patricia E. Johnston
Date: November 1, 1996 By: ___________________________________________
Patricia E. Johnston,
Chief Executive Officer, President,
Chief Financial Officer, Treasurer, &
Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT ON FORM 10-K OF SUNLIGHT SYSTEMS, LTD. FOR THE FISCAL YEAR ENDED JUNE 30,
1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-K.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> US
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 2-MOS
<FISCAL-YEAR-END> JUN-30-1996 JUN-30-1996
<PERIOD-END> JUN-30-1996 AUG-31-1996
<EXCHANGE-RATE> 1 1
<CASH> 407 56,997
<SECURITIES> 0 0
<RECEIVABLES> 0 87,869
<ALLOWANCES> 0 0
<INVENTORY> 0 92,361
<CURRENT-ASSETS> 407 237,865
<PP&E> 0 69,483
<DEPRECIATION> 0 2,163
<TOTAL-ASSETS> 407 1,431,605
<CURRENT-LIABILITIES> 0 60,615
<BONDS> 0 0
0 0
0 0
<COMMON> 5,592 900
<OTHER-SE> 0 1,453,400
<TOTAL-LIABILITY-AND-EQUITY> 407 1,430,705
<SALES> 8,993 2,278
<TOTAL-REVENUES> 8,993 2,278
<CGS> 0 1,202
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 12,570 84,326
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (3,577) (83,310)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (3,577) (83,310)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (3,577) (83,310)
<EPS-PRIMARY> (.00) (.01)
<EPS-DILUTED> (.00) (.01)
</TABLE>
