<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
COMMISSION FILE NUMBER 0-17293
COLLEGIATE PACIFIC INC.
(Exact name of registrant as specified in its charter)
Delaware 22-2795073
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13950 SENLAC DR., #200
DALLAS, TEXAS 75234
(Address of principal executive offices)
TELEPHONE NUMBER (972) 243-8100
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
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 requirements for
the past 90 days.
YES [X] NO [ ]
As of March 31, 2000, there were 3,567,340 shares of the Registrant's Common
Stock, with a par value of $0.01 par share, outstanding.
<PAGE> 2
COLLEGIATE PACIFIC INC.
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Balance Sheets - March 31, 2000 (Unaudited) and June 30, 1999 3
Condensed Consolidated Statements of Operations - Three and Nine months ended March 31, 4
2000 and 1999 (Unaudited)
Condensed Consolidated Statements of Cash Flows Nine months ended March 31, 2000 and 5
1999 (Unaudited)
Notes to Condensed Consolidated Financial Statements (Unaudited) 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF 7
OPERATIONS
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 12
</TABLE>
2
<PAGE> 3
COLLEGIATE PACIFIC INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(Unaudited)
MARCH 31, 2000 JUNE 30, 1999
--------------- ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 391,830 $ 518,844
Accounts receivable, net of the allowance for doubtful accounts of
$50,236 and $38,806, respectively 1,479,849 1,142,708
Inventories 2,530,774 1,843,820
Prepaid expenses and other assets 474,065 23,581
--------------- ---------------
Total current assets 4,876,518 3,528,953
PROPERTY AND EQUIPMENT 264,484 249,370
Less accumulated depreciation (123,682) (98,785)
--------------- ---------------
140,802 150,585
OTHER ASSETS
License agreements, net of accumulated amortization of $96,937 and
$50,030, respectively 504,981 253,586
Cost in excess of net tangible assets acquired, net of accumulated
amortization of $70,142 and $42,373, respectively 596,148 509,373
Other assets, net 53,513 54,409
--------------- ---------------
$ 6,171,962 $ 4,496,906
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 571,925 $ 537,056
Accrued expenses 52,181 51,181
Other current liabilities 56,372 86,826
--------------- ---------------
Total current liabilities 680,478 675,063
Note payable to stockholders 2,235,000 980,720
--------------- ---------------
Total liabilities 2,915,478 1,655,783
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized 50,000,000 shares; issued
3,567,340 and 3,440,367 shares, respectively 35,673 34,404
Additional paid-in capital 4,300,242 3,506,568
Accumulated deficit (953,787) (660,462)
Treasury shares; at cost 10,860 and 900 shares, respectively (125,644) (10,982)
--------------- ---------------
3,256,484 2,869,528
Less notes receivable from stockholders -- (28,405)
--------------- ---------------
Total stockholders' equity 3,256,484 2,841,123
--------------- ---------------
$ 6,171,962 $ 4,496,906
=============== ===============
</TABLE>
See accompanying notes to these consolidated financial statements
3
<PAGE> 4
COLLEGIATE PACIFIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
---------------------------- ----------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ 3,264,581 $ 1,784,826 $ 6,580,552 $ 4,133,851
Cost of sales 2,057,223 1,001,826 4,219,744 2,553,672
----------- ----------- ----------- -----------
Gross margin 1,207,358 783,000 2,360,808 1,580,179
Selling, general and administrative expenses 1,018,552 539,498 2,521,837 1,503,579
----------- ----------- ----------- -----------
Operating profit (loss) 188,806 243,502 (161,029) 76,600
Interest expense (61,208) (29,455) (136,463) (79,037)
Other income 2,232 1,440 4,167 5,439
----------- ----------- ----------- -----------
Net earnings (loss) $ 129,830 $ 215,487 $ (293,325) $ 3,002
=========== =========== =========== ===========
Net earnings (loss) per
share - basic and diluted $ 0.04 $ 0.06 $ (0.08) $ 0.00
=========== =========== =========== ===========
Shares used in computing net earnings (loss)
per share:
Basic 3,527,096 3,408,367 3,482,485 3,407,168
Diluted 3,557,319 3,408,367 3,482,485 3,407,168
</TABLE>
See accompanying notes to these consolidated financial statements
4
<PAGE> 5
COLLEGIATE PACIFIC INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31,
----------------------------
2000 1999
----------- -----------
<S> <C> <C>
Operating activities
Net earnings (loss) $ (293,325) $ 3,002
Adjustments to reconcile net loss to net cash used in
operating activities
Depreciation and amortization 101,982 79,024
Changes in operating assets and liabilities (1,470,678) (426,089)
----------- -----------
Net cash used in operating activities (1,662,021) (344,063)
Investing activities
Purchase of property and equipment (15,114) (55,540)
Cash paid for licenses (298,302) --
Cash used in business acquisition, net of cash acquired (114,543) --
----------- -----------
Net cash used in investing activities (427,959) (55,540)
Financing activities
Proceeds from borrowings 1,254,280 327,978
Cash paid for treasury shares (114,662) --
Cash received for notes receivable from stockholders 28,405 --
Proceeds from issuance of common stock 794,943 6,250
----------- -----------
Net cash provided by financing activities 1,962,966 334,228
----------- -----------
Net decrease in cash and cash equivalents (127,014) (65,375)
Cash and cash equivalents at beginning of period 518,844 514,494
----------- -----------
Cash and cash equivalents at end of period $ 391,830 $ 449,119
=========== ===========
Supplemental disclosure of cash flow information
Cash paid during the period for interest $ 136,463 $ 198
=========== ===========
</TABLE>
See accompanying notes to these consolidated financial statements
5
<PAGE> 6
COLLEGIATE PACIFIC INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - GENERAL AND BACKGROUND
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles ("GAAP")
for interim financial information. Accordingly, they do not include all of the
information and footnotes required by GAAP for complete financial statements.
The condensed consolidated financial statements as of March 31, 2000 and the
periods ended March 31, 2000 and 1999 are unaudited and reflect all adjustments
which are, in the opinion of management, necessary for a fair presentation of
the financial position and operating results for the interim period. The
condensed financial statements should be read in conjunction with the
consolidated financial statements and notes thereto, for the year ended June 30,
1999 together with management's discussion and analysis of financial condition
and results of operations, contained in the 10-KSB and Form SB-2 filed with the
Securities and Exchange Commission. The results of operations for the three and
nine months ended March 31, 2000 are not necessarily indicative of the results
for the entire fiscal year.
The consolidated financial statements for the period ended March 31, 2000
include the accounts of Collegiate Pacific Inc. and its wholly owned subsidiary
Product Merchandising, Inc., (collectively referred to as the "Company").
NOTE 2 - BUSINESS COMBINATIONS
On October 22, 1999, the Company acquired certain assets of Mark One
Distributors, Inc. in an all cash transaction. The purchased assets related to
sales and distribution activities by Mark One in the camp sporting goods
business. The acquisition was accounted for as a purchase, and accordingly, the
net assets and results of operations of Mark One's camping related business have
been included in the Company's consolidated financial statements commencing on
October 22, 1999.
NOTE 3 - EQUITY
On January 14, 2000, the stockholders of the Company approved a one for five
reverse stock split of the Company's $.01 par value common stock (the "Common
Stock"). As a result of the reverse stock split additional paid in capital was
increased by $138,735 and Common Stock has been reduced by the same amount. All
references in the accompanying financial statements to the number of shares of
Common Stock and the per-share amounts have been restated to reflect the reverse
stock split.
In February 2000, a former executive of the DSSI Corporation ("DSSI"), which was
the predecessor of the Company, exercised common stock warrants for 98, 974
shares of Common Stock. The warrants were originally granted to the warrant
holder during his tenure as an executive of DSSI. The terms of the warrants were
extended at the February 18, 1998 meeting of the Board of Directors of DSSI.
Although the extension of the terms of the warrants was not disclosed to the
Company's current management, the Company accepted the exercise of the warrants
and the Company received funds for the exercise of the warrants in the amount of
$499,819 or $5.05 per share.
In January 2000, the Company declared a special warrant dividend to the holders
of the Company's Common Stock. One warrant will be issued for each share of
Common Stock held and will entitle the warrant holder to purchase, for cash, one
share of Common Stock at $10 per share and the warrant holders may exercise the
warrant any time on or before May 26, 2005. The warrants are callable and
cancelable at a cancellation price of $.10 per warrant. If the Company calls the
Warrants for cancellation, holders may exercise the warrants at any time prior
to the close of business on the business day preceding the date fixed for
cancellation. The Company has set a record date of May 26, 2000 for the
distribution of the warrants.
NOTE 4 - RELATED PARTY TRANSACTION
During the period the Company purchased certain inventory items from a
manufacturing supplier which is also owned by the majority stockholder of the
Company. Purchases for the period from the manufacturing supplier were
approximately $776 thousand for the nine month period ended on March 31, 2000
and the Company had no outstanding payable to the supplier at the end of the
period.
6
<PAGE> 7
NOTE 5 - NOTE PAYABLE TO STOCKHOLDERS
In February 2000, the Company agreed to exchange the note payable to stockholder
for a subordinated convertible note. In addition, the Company solicited and
received additional subscriptions from Company directors and officers including
the holder of the existing note payable to stockholder, and third party
investors for approximately $1.3 million in subordinated convertible notes. The
subordinated convertible notes bore interest at the prevailing Prime Rate plus
2.5%, were non-callable by the Company for a period of two years, and were
convertible to Common Stock at $3.30 per share, which was set by a formula equal
to 110% of the closing price of the Common Stock on January 17, 2000. The
subordinated convertible notes were subordinate to the Company's Revolving Line
of Credit with Chase Bank of Texas, N.A and were uncollateralized. Interest paid
on these notes and the note payable to stockholder during the period was
approximately $84 thousand.
NOTE 6 - NET INCOME PER SHARE
Net income per share for the three months ended March 31, 2000 has been
calculated as follows:
2000 1999
---------- ----------
Basic
Net Income $ 129,830 $ 215,487
Weighted average shares outstanding 3,527,096 3,408,367
========== ==========
Per Share $ 0.04 $ 0.06
========== ==========
Diluted
Net Income $ 129,830 $ 214,487
Weighted average shares outstanding 3,527,096 3,408,367
Dilutive effect of options and
warrants 30,223 --
---------- ----------
Weighted average shares outstanding -
diluted 3,557,319 3,408,367
========== ==========
Per Share $ 0.04 $ 0.06
========== ==========
In 2000, the assumed debt conversion was excluded from diluted shares because
their effect was antidilutive.
NOTE 7 - SUBSEQUENT EVENTS
On April 19, 2000, the holders of the Subordinated Convertible Notes converted
the entire outstanding balance of approximately $2.3 million in notes to 677,267
shares of Common Stock.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Company is engaged in the national distribution of sports equipment to the
institutional and retail markets realizing the vast majority of its revenues in
response to catalog mailings and telemarketing efforts. The market for this
merchandise is estimated to consist of approximately 250,000 locations, which
have annual expenditures of some $4 billion for sports equipment. The management
of the Company has extensive experience in this business having been the founder
of successful mail order companies in the sports equipment industry.
The Company believes it is the fastest growing supplier of sporting goods
equipment to the institutional and dealer market. Since the Company commenced
its first national marketing programs in March 1998 it has received orders from
more than 200,000 locations and continues to add new customers at a high rate.
The Company believes that its dedication to product quality and customer service
is the primary reason for the growth rate of revenues and new customers.
On October 22, 1999, the Company acquired certain assets of Mark One
Distributors, Inc. in an all cash transaction. The purchased assets related to
sales and distribution activities by Mark One in the camp sporting goods
business. The acquisition was accounted for as a purchase, and accordingly, the
net assets and results of operations of Mark One's camping sporting goods
business has been included in the Company's consolidated financial statements
commencing on October 22, 1999.
This Report contains certain forward-looking statements such as the Company's or
management's intentions, hopes, beliefs, expectations, strategies, predictions;
or any other variation thereof; or comparable phraseology of the Company's
future activities or other future events or conditions within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created thereby. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, variations in quarterly results, volatility of the Company's stock
price, competition from larger firms, entry into the market of new competitors,
the sufficiency of the Company's working capital, and general economic
conditions. Although the Company believes that the assumptions underlying the
forward-looking statements contained herein are reasonable, any of the
assumptions could be inaccurate, and therefore, there can be no assurance that
the forward-looking statements included in this Report will prove to be
accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and plans of the Company will be achieved.
The following discussion should be read in conjunction with the Company's Form
10-KSB and consolidated financial statements for the fiscal year ended June 30,
1999, the financial statements and related notes for the periods ended March 31,
2000 and 1999 included herein.
7
<PAGE> 8
REVENUES
For the quarter ended March 31, 2000 revenues rose 83%, from approximately $1.8
million to approximately $3.2 million, and for the nine months ended March 31,
2000 revenues rose 59%, from $4.1 million to $6.6 million. The Company
attributes the growth in revenues to increased marketing activities, the
expansion of products offered to its existing customer base, an increase in
dealer-related revenues, and an overall growth in its customer base. As a result
of expanded operations the Company believes future revenues will continue to
rise materially from current levels. If the Company continues to expand its
revenues, the expansion may change the seasonality of its business, which may
further distort a comparison of the operating results on a quarterly basis.
GROSS MARGIN
For the quarter ended March 31, 2000, gross margin decreased from 44% to 37%,
and for the nine months ended March 31, 2000, decreased from 38% to 36%. The
decreases in the quarter and nine months ended March 31, 2000 were primarily the
result of lower product selling prices to dealer-related customers.
OPERATING EXPENSES
Selling, general and administrative ("SG&A") expenses increased by 88% for the
quarter ended March 31, 2000 and as a percentage of sales, SG&A expenses
increased from 30% to 31%. For the nine months ended March 31, 2000, SG&A
expenses increased by 67% and as a percentage of sales increased from 36% to
38%. The Company expenses all advertising and related expenses during the fiscal
year in which they are incurred. Management anticipates that as revenue
continues to increase that operating expenses, as a percentage of sales, should
decrease.
The increase in the amount of SG&A expenses for the quarter ended March 31, 2000
as compared to the same period in 1999, resulted primarily from increases in
advertising and personnel-related costs. The Company added additional personnel
to manage the increase in revenues, and advertising costs increased as the
Company increased its mailings.
The increase in SG&A expenses for the nine month period ended March 31, 2000 as
compared to the same period in 1999, resulted from additional personnel-related
costs to manage the increased revenue volume, and an increase in advertising.
The Company intends to continue to pursue new business and customers
aggressively, which may increase marketing expenses in the short term.
INTEREST EXPENSE
Interest expense increased by 107% for the quarter ended March 31, 2000, and by
73% for the nine months ended March 31, 2000, and remained at 2% as a percentage
of sales for both the three and nine month periods ended March 31, 2000 and
1999. The increase was the result of borrowings used to fulfill working capital
requirements caused by the increase in revenue.
LIQUIDITY AND SOURCES OF CAPITAL
Cash and cash equivalents totaled approximately $392 thousand at March 31, 2000
compared to approximately $519 thousand at June 30, 1999. Cash used in
operations of approximately $1.6 million in the nine months ended March 31, 2000
resulted primarily from the Company's net loss, increases in inventory of
approximately $700 thousand, an increase in accounts receivable of approximately
$300 thousand, and an increase in prepaid expenses of approximately $451
thousand. For the comparable 1999 period, the cash used in operations of
approximately $344 thousand resulted primarily from increases in inventory and
accounts receivable.
The Company used approximately $428 thousand in cash in investing activities in
the nine month period ending on March 31, 2000. The primary use of cash in
investing activities was the acquisition of certain assets of a camp sporting
goods related business, the acquisition of a distribution agreement with an
Internet related business, the acquisition of a license and distribution
agreement with a tennis equipment business, and the purchase of property and
equipment.
8
<PAGE> 9
The Company generated approximately $1.9 million from financing activities for
the nine months ending on March 31, 2000. The cash generated from financing
activities was approximately $1.2 million of net proceeds from the issuance of
Subordinated Convertible Notes with certain stockholders, officers and certain
third parties, and approximately $795 thousand in proceeds from the issuance of
Common Stock upon the exercise of common stock options and warrants, partially
offset by the purchase of additional treasury shares.
Current assets totaled approximately $4.8 million at the end of the third
quarter, providing the Company with working capital of approximately $4.2
million.
On September 14, 1999, the Company agreed to terms for a $2,000,000 Revolving
Line of Credit with Chase Bank of Texas, N.A. The Revolving Line of Credit
allows the Company to borrow funds based upon a certain percentage of accounts
receivable and inventory, will mature on October 31, 2001, and includes a
provision for letters of credit. Borrowings under the Revolving Line of Credit
bear interest at the prevailing Prime Rate plus 1/4% or LIBOR plus 2 1/2%. The
note payable to stockholder outstanding at that tine was subordinate to the
Revolving Line of Credit and the holder of the note payable to stockholder
guarantees the Revolving Line of Credit up to $1,000,000. On March 31, 2000 the
Company had no borrowings under the Revolving Line of Credit.
In February 2000, a former executive of the DSSI, which was the predecessor of
the Company, exercised common stock warrants for 98,974 shares of Common Stock.
The warrants were originally granted to the warrant holder during his tenure as
an executive of DSSI. The terms of the warrants were extended at the February
18, 1998 meeting of the Board of Directors of DSSI. Although the extension of
the terms of the warrants was not disclosed to the Company's current management,
the Company accepted the exercise of the warrants and the Company received funds
for the exercise of the warrants in the amount of approximately $500 thousand or
$5.05 per share.
In February 2000, the Company agreed to exchange the note payable to stockholder
for a subordinated convertible note. In addition, the Company solicited and
received additional subscriptions from Company directors and officers including
the holder of the existing note payable to stockholder, and certain third
parties for approximately $1.3 million in additional subordinated convertible
notes. The subordinated convertible notes bore interest at the prevailing Prime
Rate plus 2.5%, were non-callable by the Company for a period of two years, and
were convertible to Common Stock at $3.30 per share, which was set by a formula
equal to 110% of the closing price of the Common Stock on January 17, 2000. The
subordinated convertible notes were subordinate to the Company's Revolving Line
of Credit with Chase Bank of Texas, N.A. Upon completion of the transaction, the
Company repaid existing balance of approximately $1.3 million on the Revolving
Line of Credit with its primary lender and used the balance of the proceeds for
general working capital and the further expansion of its business. On April 19,
2000, the holders of the Subordinated Convertible Notes converted the entire
outstanding balance of approximately $2.3 million in notes to 677,267 shares of
Common Stock.
Management believes that the Company will be able to satisfy its short-term and
long-term liquidity requirements as a result of the borrowings under the
subordinated convertible notes and the Revolving Line of Credit, and from cash
generated from operations. The Company may experience periods of higher
borrowing under the credit facility due to the seasonal nature of its business
cycle. The Company is actively involved in seeking expansion through
acquisitions and/or joint ventures, and the success of such efforts may require
additional bank debt, equity financing, or private financing.
The Company's principal commitments at March 31, 2000 consisted of obligations
under operating leases for its facilities.
YEAR 2000 ISSUE
The Year 2000 issue is the result of computer programs written using two
digits rather than four digits to define "date" fields. Information systems have
time sensitive operations that, as a result of this data field limitation, could
disrupt activities in the normal business cycle. We purchased and implemented
new information systems in Fiscal Year 1999, which brought the information
systems into Year 2000 compliance.
We are not currently aware of any material Year 2000 problem relating to any
of our material internal system or applications. We have not discussed the Year
2000 issue with our customers and suppliers. There can be no assurance that the
systems of these other companies were timely converted, and the failure of our
significant suppliers and customers to make necessary Year 2000 modifications
could have a material adverse impact on the our results and operations.
We believe that, absent a systemic failure outside our control, such as a
prolonged loss of electrical or telecommunications service, Year 2000 problems
at third parties will not have a material impact on our operations. The failure
of our internal systems or the
9
<PAGE> 10
systems of third parties to be Year 2000 ready could temporarily prevent us from
providing service to our customers, issuing invoices and could require us to
devote significant resources to correct such problems. The costs associated with
remediating any Year 2000 problems have not been material to date. Although we
do not anticipate that these costs will be material in the future, we cannot
assure you that these costs will not be material.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
3.10 Copy of Certificate of Amendment to Articles of Incorporation of the
Company filed on January 18, 2000. (2)
4.3 Specimen Common Stock Purchase Warrant. (2)
10.18 Copy of Purchase Agreement date as of February 29, 2000 between the
Company and the Note Holders, with the form of Subordinated Convertible
Note attached as an exhibit. (1)
27.1 Financial Data Schedule
(1) Filed as an exhibit to the Company's Registration Statement on Form SB-2,
N0. 33-34294, dated April 7, 2000 (the "Form SB- 2)
(2) Filed as an exhibit to a Pre-Effective Amendment to the Form SB-2, dated
May 8, 2000.
REPORTS ON FORM 8-K
None
11
<PAGE> 12
SIGNATURES
Pursuant with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
COLLEGIATE PACIFIC, INC.
By: /s/ MIKE BLUMENFELD Dated: May 15, 2000
Chief Executive Officer
By: /s/ William R. Estill Dated: May 15, 2000
Chief Financial Officer
12
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> MAR-31-2000
<CASH> 391,830
<SECURITIES> 0
<RECEIVABLES> 1,479,849
<ALLOWANCES> 50,236
<INVENTORY> 2,530,774
<CURRENT-ASSETS> 4,876,518
<PP&E> 264,484
<DEPRECIATION> 123,682
<TOTAL-ASSETS> 6,171,962
<CURRENT-LIABILITIES> 680,478
<BONDS> 0
0
0
<COMMON> 35,673
<OTHER-SE> 3,220,811
<TOTAL-LIABILITY-AND-EQUITY> 6,171,962
<SALES> 6,580,552
<TOTAL-REVENUES> 6,580,552
<CGS> 4,219,744
<TOTAL-COSTS> 4,219,744
<OTHER-EXPENSES> 2,521,837
<LOSS-PROVISION> (161,029)
<INTEREST-EXPENSE> 136,463
<INCOME-PRETAX> (293,325)
<INCOME-TAX> 0
<INCOME-CONTINUING> (293,325)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (293,325)
<EPS-BASIC> (.08)
<EPS-DILUTED> (.08)
</TABLE>
