===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended: September 30, 1999
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 33-19980-D
CGI HOLDING CORPORATION
-----------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 87-0450450
- --------------------- ------------------------------
State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization
8400 Brookfield Avenue, Brookfield, Illinois 60513
- -------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (708) 387-9200
---------------
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 Company was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ] Yes [ ] No [x]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 10,229,779 shares of its
$0.001 par value common stock as of October 31, 1999.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [x]
<PAGE> 2
CGI HOLDING CORPORATION
FORM 10-QSB
For the Quarter Ended September 30, 1999
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
a) Balance Sheet
as of September 30, 1999, December 31, 1998
and September 30, 1998 3
b) Statement of Stockholders' Equity
for the Nine Months Ended September 30, 1999 4
c) Statement of Operations
for the Three and Nine Months Ended
September 30, 1999 and 1998 5
d) Statement of Cash Flows
for the Nine Months Ended
September 30, 1999 and 1998 6
Item 2. Management's Discussion and Analysis of Financial
Conditions and Results of Operations 7,8,9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Signature 9
PART I-FINANCIAL INFORMATION
ITEM I- FINANCIAL STATEMENTS
<PAGE> 3
CGI HOLDING CORPORATION, INC.
COMPARATIVE CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999, DECEMBER 31, 1998 AND SEPTEMBER 30, 1998
(UNAUDITED)
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1999 1998 1998
------------- ------------ --------------
CURRENT ASSETS
Cash $254,153 $147,685 $271,709
Accounts Receivable 3,243,717 2,487,844 2,502,630
Allowance for Bad Debts (75,216) 0 0
Inventory 852,986 217,535 189,642
Unexpired Insurance 44,701 83,910 43,035
Prepaid Expenses 104,358 0 0
Negotiation Deposit 0 0 10,000
Other Current Assets 302,476 19,503 13,372
Costs and Estimated Earnings in
Excess of Billings 82,501 263,775 125,826
Refundable Income Taxes 166,561 0 0
Deferred Tax Asset 74,500 0 0
------------- ------------ --------------
TOTAL CURRENT ASSETS $5,050,737 $3,220,252 $3,156,214
------------- ------------ --------------
PROPERTY, PLANT AND EQUIPMENT
Leasehold Improvements $28,262 $28,262 $28,262
Fixtures and Equipment 1,139,808 461,998 457,996
Vehicles 162,302 162,302 162,302
Contracting Equipment 1,094,911 478,973 466,183
------------- ------------ --------------
$2,425,283 $1,131,535 $1,114,743
Less: Accumulated Depreciation 935,172 771,740 740,989
------------- ------------ --------------
NET PROPERTY, PLANT AND EQUIPMENT $1,490,111 $359,795 $373,754
------------- ------------ --------------
OTHER ASSETS 65,428 0 3,752
------------- ------------ --------------
INTANGIBLE ASSETS
Goodwill 100,188 0 0
------------- ------------ --------------
TOTAL ASSETS $6,706,464 $3,580,047 $3,533,720
============= ============ ==============
CURRENT LIABILITIES
Current Portion of Long-Term Debt $2,678,245 $941,987 $911,372
Accounts Payable 726,319 723,721 696,051
Short-Term Borrowings 221,278 123,181 56,374
Accrued Corporate Income Taxes 0 34,761 109,723
Accrued Liabilities 89,882 69,173 71,402
Loan Payable-Shareholder 270,000 269,880 115,000
------------- ------------ --------------
TOTAL CURRENT LIABILITIES $3,985,724 $2,162,703 $1,959,922
------------- ------------ --------------
LONG TERM LIABILITIES
Long-Term Debt, Net of Current Portion $1,269,724 $16,310 $62,271
Deferred Income Tax 10,740 10,740 9,822
------------- ------------ --------------
TOTAL LONG-TERM LIABILITIES $1,280,464 $27,050 $72,093
------------- ------------ --------------
STOCKHOLDERS' EQUITY
Preferred Stock, $0.001 par value,
5,000,000 shares authorized; no
shares issued or outstanding $0 $0 $0
Common Stock, $0.001 par value,
100,000,000 shares authorized;
10,129,779 shares issued and
outstanding 10,230 8,330 8,273
Additional Paid-In Capital 824,967 377,867 363,674
Retained Earnings 605,079 1,004,097 1,129,758
------------- ------------ --------------
TOTAL STOCKHOLDERS' EQUITY 1,440,276 $1,390,294 $1,501,705
------------- ------------ --------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $6,706,464 $3,580,047 $3,533,720
============= ============ ==============
The accompanying notes are an integral part of these statements.
<PAGE> 4
CGI HOLDING CORPORATION, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
COMMON COMMON PAID-IN RETAINED TREASURY
SHARES STOCK CAPITAL EARNINGS STOCK
--------- ------ -------- ---------- ---------
COMMON SHARES $0.001 PAR VALUE
BALANCE: JANUARY 1, 1999 8,329,779 $8,330 $377,867 1,004,097 $0
ISSUED 1,600,000 SHARES OF
COMMON STOCK FOR THE PURCHASE
OF SALLE INTERNATIONAL ON
MARCH 5, 1999 1,600,000 1,600 366,400
ADDITIONAL ISSUANCE OF 200,000
SHARES ON JUNE 15, 1999 AT
$0.30/SHARE 200,000 200 59,800
ADDITIONAL ISSUANCE OF 100,000
SHARES ON JULY 1, 1999 AT
$0.21/SHARE 100,000 100 20,900
NET LOSS (399,018)
---------- ------- -------- ---------- ---------
BALANCE: SEPTEMBER 30, 1999 10,229,779 $10,230 $824,967 $605,079 $0
========== ======= ======== ========== =========
The accompanying notes are an integral part of these statements.
<PAGE> 5
CGI HOLDING CORPORATION, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
--------------------- ---------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
SALES $3,189,314 $3,139,594 $8,828,386 $6,445,435
COST OF GOODS SOLD 2,818,182 2,354,254 6,679,842 4,300,319
---------- ---------- --------- ----------
GROSS PROFIT $371,132 $785,340 $2,148,544 $2,145,116
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSE 982,508 500,351 2,581,597 1,466,678
---------- ---------- --------- ----------
INCOME FROM OPERATIONS ($611,376) $284,989 ($433,053) $678,438
---------- ---------- --------- ----------
OTHER INCOME (EXPENSE)
Other ($32,296) ($93) $1,334 $0
Interest Income 0 0 1,679 0
Interest Expense (87,735) (15,932) (194,758) (46,140)
---------- ---------- --------- ----------
TOTAL OTHER INCOME(EXPENSE) (120,030) ($16,025) ($191,745) ($46,140)
---------- ---------- --------- ----------
INCOME BEFORE CORPORATE
INCOME TAXES ($731,406) $268,964 ($624,798) $632,298
---------- ---------- --------- ----------
INCOME TAX PROVISION
Current Tax Expense ($179,926) $113,508 ($151,280) $252,907
Deferred Tax Expense (74,500) 0 (74,500) 0
---------- ---------- --------- ----------
INCOME TAX PROVISION ($254,426) $113,508 ($225,780) $252,907
---------- ---------- --------- ----------
NET INCOME ($476,980) $155,456 ($399,018) $379,391
========== ========== ========= ==========
NET INCOME PER
COMMON SHARE ($0.05) $0.02 ($0.04) $0.05
========== ========== ========= ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 10,229,779 8,272,779 9,673,369 8,272,779
========== ========== ========= ==========
The accompanying notes are an integral part of these statements.
<PAGE> 6
CGI HOLDING CORPORATION, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(UNAUDITED)
SEPTEMBER 30, 1999 SEPTEMBER 30, 1998
------------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net Profit(Loss) ($399,018) $379,391
Non-Cash Items Included In Net Loss
Depreciation 163,432 81,125
Amortization 4,566 0
Change in Accounts Receivable (509,142) (989,351)
Change in Inventory (183,527) 48,615
Change in Prepaid Expenses (69,358) 0
Change in Loans Receivable (282,973) (13,372)
Change in Prepaid Insurance 39,209 39,227
Change in Costs and Estimated Earnings
Over Billings 181,274 (80,826)
Change in Deposits (500) (10,200)
Change in Other Assets (69,394) 0
Change in Accounts Payable 2,598 255,310
Change in Accrued Expenses 20,709 (48,664)
Change in Accrued Income Taxes (34,761) (221,931)
Change in Refundable Income Taxes (166,561) 0
Change in Deferred Tax Asset (74,500) 0
------------------ ------------------
NET CASH CHANGE FROM OPERATING
ACTIVITIES ($1,377,946) ($560,676)
------------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed Assets Acquired ($333,304) ($64,825)
------------------ ------------------
NET CASH CHANGE FROM INVESTING ACTIVITIES ($333,304) ($64,825)
------------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Change in Shareholder Loans $120 $115,000
Change in Loan Payable 1,638,501 0
Change in Notes Payable 98,097 607,943
Proceeds from Sale of Stock 81,000 0
------------------ ------------------
NET CASH CHANGE PROVIDED BY FINANCING
ACTIVITIES $1,817,718 $722,943
------------------ ------------------
NET CASH CHANGE $106,468 $97,442
CASH BALANCE: JANUARY 1 147,685 174,267
------------------ ------------------
CASH BALANCE: SEPTEMBER 30 $254,153 $271,709
================== ==================
Supplemental Information
Interest Paid $194,758 $46,140
Income Taxes Paid $49,102 $474,838
The accompanying notes are an integral part of these statements.
Supplemental Schedule of Noncash Investing and Financing Activities
The Company issued 1,600,000 shares of common stock with a par value of $.001
and market value of 368,000 plus assumed debt of $951,171 in connection with the
purchase of the assets of Salle International.
The Company assumed certain debt in the amount of $400,000 to purchase
contracting equipment.
<PAGE> 7
CGI HOLDING CORPORATION, INC.
FOOTNOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
NOTE 1 - The company purchased the assets of Salle International on March 4,
1999 for $1,319,171. The purchase was accomplished through the issuance of
1,600,000 shares of its common stock and debt assumption of $951,171. The
company changed its name to Trifinity Inc. The nature of its business is
specializing in the manufacture and marketing of fragrance candles and liquid
fills. Please refer to 8 K/A filed on June 19, 1999 for details.
NOTE 2 - During the curret fiscal year the Company expanded its contracting
activities by creating two new subsidiaries, Safe Environment Corporation of
Indiana and Safe Environment Corporation of Missouri.
NOTE 3 - Schedule of Notes Payable for CGI Holding Corporation on September
30,1999.
Interest Current Long Term
Rate
Trifinity Inc.
Note Payable-Marine Bank 1/2%
Line Of Credit over prime $300,000 $0
Union Federal Savings-Equipment Loan
6 year amortization dated 8/20/99 11.25% 68,034 481,966
CGI Holding Corporation
Jamie Bendersky- Note payable due
April 1, 2001 10.00% 0 200,000
Clara Bendersky - Note Payable due
April 1, 2001 10.00% 0 150,000
Otto Barth - Note Payable due
June 30, 2001 8.25% 0 50,000
Audrey Love - Note Payable due
October 31, 1999 8.25% 100,000 0
George Kouronos - Note Payable due
July 9, 2000 8.25% 100,000 0
Safe Environment Corp of Indiana 0 0
Safe Environment Corp of Missouri
CIB Bank Line of Credit 1/2
over prime 200,000 0
CIB Bank - Installment Loan
Payable for 60 months at $4,091.97
per month 8.50% 33,260 147,610
New Holland-Equipment Loan 5.90% 6,973 20,729
Safe Environment Corp of Illinois
CIB Bank Line of Credit
Interest rate is 8.5% and
maturity date is July1, 1999 8.50% 1,550,000 0
Note Payable - Finova
7 year amortization with 5 year payment
schedule and balloon payment 14.25% 40,000 95,000
Vehicle- payment is $285.09
principal and interest 8.50% 2,694 0
Vehicle-payment is $303.05
principal plus interest 7.65% 3,136 5,139
Computer Loan 15.99% 612 1,098
Roli Ink Corporation
Marine Bank Line of Credit 1/2 242,836 0
over prime
Marine Bank-Installment Loan 8.50% 30,700 118,183
------------ -------------
Totals 2,678,245 1,269,724
============ =============
<PAGE> 8
NOTE 4 - The financial statements reflect all adjustments which are, in the
opinion of management, necessary to present a fair statement of the results for
the nine and three months ended September 30, 1999 and 1998.
NOTE 5 - The losses incurred during the quarter will result in carryback claims
for the year 1998 for a total of $151,280. The remainder of the loss ($201,453)
will be utilized as a carryforward loss to reduce future earnings. This benefit
is estimated to be $74,500 and is reflected as a tax asset in the financial
statements.
NOTE 6 - The results of "Trifinity" only reflect operations from the date of
acquisition, March 5, 1999. No pro-forma results of operations are reflected for
this subsidiary due to lack of financial information of prior management.
ITEM 2
CGI HOLDING CORPORATION, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company experienced a very dissappointing third quarter ended September 30,
1999. The Company posted a net loss, net of tax effect, in the amount of
($476,980) or ($.05) per share bringing the loss total for the nine months ended
September 30, 1999 to ($399,018) or ($.04) per share. These results compare to
last year's profit of $379,391($.05 per share) for the nine months and
$155,456($.02 per share) for the three months ended September 30, 1998. This
loss is mainly attributable to the operating results of the Safe Environment
Companies which posted third quarter losses of $679,332 before tax effect. The
newly acquired 'Trifinty' posted a third quarter loss of $111,108 which was
anticipated by management.
The third quarter loss of the Safe Environment Companies was due to many
factors. First, the asbestos abatement marketplace has become extremely
competitive and the Company's estimators became very aggressive. These
aggressive estimates resulted in unprofitable projects. Second, just prior to
the start of the third quarter, new compliance regulations led to confusion
between the consultants and the Company's labor force resulting in an increase
in man hours for jobs. Third, during the year the company was pressured into
becoming a signatory with Laborer's Local 225. A large amount of the work during
the third quater was with the Chicago Public Schools adding sizeable union costs
to operations which were not properly adjusted for in the bids. These factors,
combined with new field management contributed greatly to the Company's
dissappointing results. During the quarter the necessary changes to correct this
situation were implemented. Management believes that the new sales and
estimating changes will build new efficiencies.
The results of 'Trifinity' were in line with managements expectations at the
time of the acquisition. Management is optimistic that it will succeed in
converting the negative effects of prior management into strong prospects for
the future. It is anticipated that the fourth quarter will result in a break
even for Trifinity and that in the 2000 calendar year the subsidiary will
contribute to the Company's operating results.
Roli Ink's performance continues to be strong in the current year. Operating
results before taxes were $418,394 for the nine months and $131,032 for the
three months ended September 30, 1999. This compares favorably to the same
period results in 1998 of $170,385 and $66,607 before income taxes. These
increased results stem mainly from regaining 100 percent of the business from a
major existing customer.
<PAGE> 9
Segment Analysis
INDUSTRY SEGMENT
NINE MONTHS ENDED SEPTEMBER 30, 1999
SECO ROLI TRIFINITY* CGI CONSOLIDATED
SALES 6,309,232 2,312,878 206,276 0 8,828,386
COST OF SALES 5,380,321 1,192,347 107,174 0 6,679,842
GROSS PROFIT 928,911 1,120,531 99,102 0 2,148,544
SELLING AND
ADMINISTRATION 1,300,655 699,367 405,876 175,699 2,581,597
INCOME FROM
OPERATIONS (371,744) 421,164 (306,774) (175,699) (433,053)
OTHER INCOME(EXPENSE)
OTHER INCOME (1,679) 0 3,013 0 1,334
INTEREST INCOME 1,679 0 0 0 1,679
INTEREST EXPENSE (118,506) (2,770) (17,650) (55,832) (194,758)
TOTAL (118,506) (2,770) (14,637) (55,832) (191,745)
INCOME BEFORE TAXES (490,250) 418,394 (321,411) (231,531) (624,798)
* The results of TRIFINITY INC include activities from the purchase date of
March 5, 1999 forward.
INDUSTRY SEGMENT
NINE MONTHS ENDED SEPTEMBER 30, 1998
SECO ROLI TRIFINITY* CGI CONSOLIDATED
SALES 4,679,158 1,766,277 N/A 0 6,445,435
COST OF SALES 3,334,163 966,156 N/A 0 4,300,319
GROSS PROFIT 1,344,995 800,121 N/A 0 2,145,116
SELLING AND
ADMINISTRATION 786,680 625,591 N/A 54,407 1,466,678
INCOME FROM
OPERATIONS 558,315 174,530 N/A (54,407) 678,438
OTHER INCOME(EXPENSE)
OTHER INCOME 0 0 N/A 0 0
INTEREST INCOME 0 0 N/A 0 0
INTEREST EXPENSE (41,995) (4,145) N/A 0 (46,140)
TOTAL (41,995) (4,145) N/A 0 (46,140)
INCOME BEFORE TAXES 516,320 170,385 N/A (54,407) 632,298
* The results of TRIFINITY INC include activities from the purchase date of
March 5, 1999 forward.
<PAGE> 9
INDUSTRY SEGMENT
THREE MONTHS ENDED SEPTEMBER 30, 1999
SECO ROLI TRIFINITY CGI CONSOLIDATED
SALES 2,292,994 819,246 77,074 0 3,189,314
COST OF SALES 2,329,887 427,726 60,569 0 2,818,182
GROSS PROFIT (36,893) 391,520 16,505 0 371,132
SELLING AND
ADMINISTRATION 557,651 259,473 115,754 49,630 982,508
INCOME FROM
OPERATIONS (594,544) 132,047 (99,249) (49,630) (611,376)
OTHER INCOME(EXPENSE)
OTHER INCOME (35,309) 0 3,013 1 (32,295)
INTEREST INCOME 0 0 0 0 0
INTEREST EXPENSE (49,478) (1,015) (14,872) (22,370) (87,735)
TOTAL (84,787) (1,015) (11,859) (22,370) (120,030)
INCOME BEFORE TAXES (679,332) 131,032 (111,108) (71,999) (731,406)
INDUSTRY SEGMENT
THREE MONTHS ENDED SEPTEMBER 30, 1998
SECO ROLI TRIFINITY CGI CONSOLIDATED
SALES 2,562,307 577,287 N/A 0 3,139,594
COST OF SALES 2,037,763 316,491 N/A 0 2,354,254
GROSS PROFIT 524,544 260,796 N/A 0 785,340
SELLING AND
ADMINISTRATION 280,700 192,903 N/A 26,748 500,351
INCOME FROM
OPERATIONS 243,844 67,893 N/A (26,748) 284,989
OTHER INCOME(EXPENSE)
OTHER INCOME (93) 0 N/A 0 (93)
INTEREST INCOME 0 0 N/A 0 0
INTEREST EXPENSE (14,646) (1,286) N/A 0 (15,932)
TOTAL (14,739) (1,286) N/A 0 (16,025)
INCOME BEFORE TAXES 229,105 66,607 N/A (26,748) 268,964
Financial Condition
At September 30, 1999, the Company's current assets were $5,050,737 compared to
current liabilities of $3,985,724 resulting in net working capital of
$1,065,013. This compares to net working capital at the same period last year of
$1,196,292, a decrease of $131,279.
Totals assets at September 30, 1999 were $6,706,464 compared to the same period
last year of $3,533,720. This increase is primarily due to the acquisition of
Trifinity, Inc (formerly known as 'Salle') and the creation of two contracting
subsidiaries, Safe Environment Corporation of Indiana and Safe Environment
Corporation of Missouri.
Due to expansion factors, total liabilities increased in the last twelve months
$3,234,173 to total $5,266,188 at September 30, 1999.
Liquidity and Capital Resources
The Company's cash flow for the first nine months of 1999 reflected a net cash
increase of $106,468 resulting in a net cash position of $254,153 at september
30, 1999. The company was forced to increase its borrowings during the third
quarter in the amount of $1,432,318. The line of credits will allow the Company
to increase its short term debt by $550,000. Management believes that its
current cash and accounts receivable position is sufficient to support its short
term liabilities.
Forward-Looking Statements
This report included forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
statements contain information regarding growth and earnings expectations based
on the Company's current assumptions involving a number of risks and
uncertainties. There are certain important factors that can cause actual results
to differ materially from the forward-looking statements, including, without
limitation, adverse business or market conditions; the ability of the Company to
secure and satisfy customers; and adverse competitive developments. Readers are
cautioned not to place undue reliance on forward-looking statements.
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
None
(b) Reports on Form 8-K
None
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized
CGI Holding Corporation
Dated: November 15, 1999 By: /s/ John Giura
----------------------------------
John Giura, Director, President
and Chief Financial Officer
Dated: November 15, 1999
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Ann K. Knaack
- ------------------------
Ann K. Knaack, Director and Vice President
Date: November 15, 1999
/s/ Chander Jadhwani
- ------------------------
Chander Jadhwani, Director
Date: November 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet as of September 30, 1999 and consolidated statements
of operations for the nine months ended September 30, 1999, and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 254,153
<SECURITIES> 0
<RECEIVABLES> 3,243,717
<ALLOWANCES> 75,216
<INVENTORY> 852,986
<CURRENT-ASSETS> 5,050,737
<PP&E> 2,425,283
<DEPRECIATION> 935,172
<TOTAL-ASSETS> 6,706,464
<CURRENT-LIABILITIES> 3,985,724
<BONDS> 0
0
0
<COMMON> 10,230
<OTHER-SE> 1,430,046
<TOTAL-LIABILITY-AND-EQUITY> 6,706,464
<SALES> 8,828,386
<TOTAL-REVENUES> 8,831,399
<CGS> 6,679,842
<TOTAL-COSTS> 6,679,842
<OTHER-EXPENSES> 2,581,597
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 194,758
<INCOME-PRETAX> (624,798)
<INCOME-TAX> (225,780)
<INCOME-CONTINUING> (399,018)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (399,018)
<EPS-BASIC> (.04)
<EPS-DILUTED> (.04)
</TABLE>
