<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1995
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission file number 0-18095.
THE RANDERS GROUP INCORPORATED
------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in its Charter)
DELAWARE 38-2788025
- ------------------------------- ------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
570 Seminole Road, Norton Shores, Michigan 49444
- -------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(616) 733-0036
----------------------------------
(Issuer's Telephone Number)
Check whether the issuer (1) 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.
Yes X No
----- -----
Number of Common shares, par value $.0001, outstanding at October 31, 1995:
14,115,682
<PAGE> 2
THE RANDERS GROUP INCORPORATED
FORM 10-QSB
QUARTERLY REPORT
TABLE OF CONTENTS
Page
----
Facing Sheet.......................................................... 1
TABLE OF CONTENTS..................................................... 2
PART I Financial Information
ITEM 1 Financial Statements
Condensed Consolidated Balance Sheets (Unaudited) -
September 30, 1995 and December 31, 1994............... 3
Condensed Consolidated Statements of Operations
(Unaudited) - Three months and nine months ended
September 30, 1995 and 1994............................ 5
Condensed Consolidated Statements of Cash Flows
(Unaudited) - Nine months ended September 30, 1995
and 1994............................................... 6
Notes to Condensed Consolidated Financial
Statements............................................. 8
ITEM 2 Management's Discussion and Analysis of
Financial Condition and Results of Operations.......... 11
PART II Other Information...................................... 14
SIGNATURES............................................................ 15
EXHIBITS
Statement Regarding Computation of Earnings (Loss) Per Share..
Financial Date Schedule.......................................
-2-
<PAGE> 3
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1995 1994
------ ------------- ------------
<S> <C> <C>
CURRENT:
Cash and cash equivalents $ 390,380 $ 776,430
Accounts receivable, less
allowances of $28,000 and
$81,000 for possible losses 1,720,430 1,967,584
Refundable income taxes 140,408 72,907
Prepaid expenses and other 86,780 104,863
Future income tax benefits 52,000 102,000
---------- ----------
TOTAL CURRENT ASSETS 2,389,998 3,023,784
---------- ----------
NET PROPERTY AND EQUIPMENT 2,650,750 2,609,084
---------- ----------
OTHER ASSETS:
Notes and accounts receivable -
affiliate 1,058,905 1,096,849
Real estate held for resale 237,853 237,853
Goodwill, less accumulated
amortization of $94,023 and
$84,618 150,494 159,701
Miscellaneous 22,401 31,046
---------- ---------
TOTAL OTHER ASSETS 1,469,653 1,525,449
---------- ----------
$6,510,401 $7,158,317
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE> 4
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Note payable - bank $1,197,000 $ 980,000
Accounts payable 403,708 985,144
Billings in excess of costs and
estimated earnings on contracts
in progress 35,700 66,000
Accrued compensation 151,625 181,108
Other accrued expenses 26,818 50,032
Current maturities of long-term debt 131,819 135,554
--------- ----------
TOTAL CURRENT LIABILITIES 1,946,670 2,397,838
LONG-TERM DEBT, less current
maturities 1,118,543 1,221,563
DEFERRED CREDIT less accumulated
amortization of $14,732 - 58,927
---------- -----------
TOTAL LIABILITIES AND DEFERRED
CREDIT 3,065,213 3,678,328
---------- ----------
STOCKHOLDERS' EQUITY:
Common stock, $.0001 par - shares
authorized 30,000,000; issued
14,115,682 1,412 1,412
Additional paid-in capital 1,536,439 1,536,439
Retained earnings 1,907,337 1,942,138
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 3,445,188 3,479,989
---------- ----------
$6,510,401 $7,158,317
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE> 5
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1995 1994 1995 1994
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
REVENUES:
Construction $ 351,781 $1,113,251 $2,118,984 $3,225,962
Service/consulting 1,608,367 2,037,080 4,897,619 6,010,109
Rental 80,282 83,666 235,106 237,047
--------- --------- --------- ---------
Total Revenues 2,040,430 3,233,997 7,251,709 9,473,118
--------- --------- ---------- ---------
COSTS AND EXPENSES:
Construction costs 329,994 1,006,892 1,989,513 2,957,405
Cost of services/consulting 1,085,804 1,638,249 3,651,369 4,998,422
Rental costs 59,308 53,367 169,590 160,661
Selling, general and
administrative expenses 458,910 533,003 1,347,294 1,463,159
--------- --------- --------- ---------
Total Costs and Expenses 1,934,016 3,231,511 7,157,766 9,579,647
--------- --------- ---------- ---------
Operating Income (Loss) 106,414 2,486 93,943 (106,529)
--------- --------- --------- ---------
OTHER INCOME (EXPENSES):
Interest expense (60,397) (54,266) (175,960) (137,656)
Interest income 10,738 17,227 34,216 45,738
--------- --------- --------- ---------
Other Income (Expenses) - Net (49,659) (37,039) (141,744) (91,918)
--------- --------- --------- ---------
Income (Loss) Before Taxes
on Income 56,755 (34,553) (47,801) (198,447)
INCOME TAXES (REDUCTION) 20,000 (11,000) (13,000) (64,000)
--------- -------- --------- ---------
NET INCOME (LOSS) $ 36,755 $ (23,553) $ (34,801) $ (134,447)
NET INCOME (LOSS) PER SHARE $ 0.00 $ (0.00) $ (0.00) $ (0.01)
========== ========== ========== ==========
AVERAGE NUMBER OF COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 14,115,682 14,115,682 14,115,682 14,112,654
========== ========== ========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE> 6
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------
1995 1994
---------- ----------
<S> <C> <C>
CASH FLOWS FROM (FOR) OPERATIONS:
Cash received from customers $7,524,860 $10,793,936
Cash paid to suppliers and employees (7,694,100) (11,400,655)
Interest received 20,763 32,084
Interest paid (175,960) (137,656)
Income taxes (paid) refunded (4,501) (45,535)
---------- ----------
Net Cash From (For) Operations (328,938) (757,826)
---------- ----------
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures (181,757) (256,880)
---------- ----------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Net borrowings (payments) on line of
credit 217,000 306,000
Principal payments on loans (106,755) (84,144)
Payments received on note from affiliate 14,400 -
---------- ----------
Net Cash From (For) Financing Activities 124,645 221,856
---------- ----------
NET INCREASE (DECREASE) IN CASH (386,050) (792,850)
Cash and cash equivalents, at
beginning of period 776,430 1,696,874
---------- ----------
Cash and cash equivalents, at
end of period $ 390,380 $ 904,024
========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-6-
<PAGE> 7
THE RANDERS GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
-------------------------
1995 1994
---------- ----------
<S> <C> <C>
RECONCILIATION OF NET INCOME (LOSS) TO
NET CASH FROM (FOR) OPERATIONS:
Net income (loss) $ (34,801) $ (134,447)
Depreciation and amortization 90,371 221,493
Provision for (reduction in) allowance
on accounts receivable (53,000) (12,000)
Changes in operating assets and
liabilities:
Accounts and notes receivable 323,698 1,228,584
Prepaid expenses and other 9,227 (32,332)
Accounts payable and billings
in excess of costs and estimated
earnings on contracts in progress (611,736) (2,064,678)
Accrued expenses (52,697) 35,554
--------- ----------
NET CASH FROM (FOR) OPERATIONS $(328,938) $ (757,826)
========= ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-7-
<PAGE> 8
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The Randers Group Incorporated and subsidiaries ("the Company")
provide consulting, design, project management, general contracting, and
development services to industrial and commercial clients throughout the United
States. The Company considers such operations to constitute one business
segment.
The condensed consolidated financial statements include the accounts
of The Randers Group Incorporated and all of its subsidiaries. On
consolidation all material intercompany accounts and transactions are
eliminated.
The financial information included herein as of any date other than
December 31, is unauditied; however, such information reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the financial position,
results of operations and cash flows for the interim periods. Financial
information as of December 31, has been taken from the audited financial
statements of the Company, however, certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
Accordingly, these condensed consolidated financial statements and notes should
be read in conjunction with the Company's audited consolidated financial
statements for the year ended December 31, 1994.
A portion of the Company's business is derived from long-term
contracts, the income from which is recognized on the percentage-of-completion
method. Results of operations for any quarter may include revisions to
estimated earnings for such contracts that were recorded in prior periods and
these revisions may again be adjusted in subsequent quarters as further
information becomes available or the contracts are completed.
The results of operations for the nine months ended September 30, 1995
are not necessarily indicative of the results to be expected for the full year.
-8-
<PAGE> 9
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 2 - PROPERTY AND EQUIPMENT
Property and equipment used in the construction and service/
consulting operations consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------ ------------
<S> <C> <C>
Cost $ 2,033,157 $ 1,937,009
Less accumulated amortization 874,630 773,946
------------ ------------
Net $ 1,158,527 $ 1,163,063
============ ============
</TABLE>
Property and equipment used in rental operations consist of the
following:
<TABLE>
<S> <C> <C>
Cost $ 1,734,085 $ 1,648,476
Less accumulated amortization 241,862 202,455
------------ ------------
Net $ 1,492,223 $ 1,446,021
============ ============
Net Property and Equipment Total $ 2,650,750 $ 2,609,084
============ ============
</TABLE>
NOTE 3 - NOTE PAYABLE - BANK
The Randers Group Incorporated has a line of credit which provides for
advances up to $1,500,000. The line bears interest at the prime rate. The
prime rate was 8.5% at December 31, 1994 and 8.75% at September 30, 1995.
The line of credit is collateralized by all the assets of the Company.
The loan agreement further provides that the Company is to maintain net worth
of at least $1,500,000. Unrestricted equity was $1,979,989 at December 31,
1994 and $1,945,188 at September 30, 1995.
NOTE 4 - CONTINGENCIES
INSURANCE COVERAGE
Due to the limited availability and high cost of professional
liability insurance covering services related to the chemical industry, two of
the Company's subsidiaries do not maintain such insurance. Management is not
aware of any uninsured claims or potential claims which may be asserted against
the Company. Although the Company has never incurred a significant liability
because of work performed, there can be no assurances that the Company will not
incur such a liability in the future.
-9-
<PAGE> 10
THE RANDERS GROUP INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
GUARANTEE
The Company has guaranteed a $665,000 line of credit by a bank to
First Venture Associates Limited Partnership (FVALP), an affiliated company.
There was $587,000 outstanding on the affiliate's line of credit at December
31, 1994 and $456,645 outstanding at September 30, 1995. The loan relates to
the joint development of a condominium project by FVALP and the Company.
NOTE 5 - NET INCOME LOSS PER SHARE
Net income (loss) per share is computed on the basis of the weighted
average number of common and dilutive common equivalent shares outstanding
during the period.
-10-
<PAGE> 11
ITEM 2
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The Company's construction and service/consulting operations normally
do not require a significant investment in property and equipment or other
long-term assets. Short-term needs for cash may develop as the
service/consulting business expands and cash is consumed by operations prior to
the collection of the related revenue. Construction operations may provide
temporary cash resources as amounts payable to subcontractors and suppliers are
normally not due until after the related receivable from the client is
collected.
The Company's rental operations do require a significant investment in
real estate. These operations have been primarily financed by long-term debt.
The following table sets forth information related to the Company's
liquidity as of the dates indicated.
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
------------- ------------
<S> <C> <C>
Cash and cash equivalent $ 390,380 $ 776,430
Working capital $ 443,328 $ 625,946
Ratio of current assets to
current liabilities 1.23 to 1 1.26 to 1
Funds available under the line
of credit $ 303,000 $ 470,000
</TABLE>
Operations for the first nine months of 1995 consumed $329,000 of
cash. A decrease of $333,000 in accounts receivable and prepaid expenses
combined with non-cash expenses of $37,000 were not sufficient to offset the
net loss of $35,000 and the $664,000 decrease in accounts payable, accrued
expenses and billings in excess of costs and estimated earnings on contracts in
progress. The decrease in accounts receivable and accounts payable is due
primarily to a decrease in construction activity and the closing of the Chicago
office during the first nine months of 1995. In addition to the $329,000 of
cash consumed by operations, $106,000 was used to reduce debt and $182,000 was
used for capital expenditures. The use of cash for operations, debt reduction,
and capital expenditures was only partially offset by additional borrowings of
$217,000 on the Company's line of credit and collection of $14,000 on a note
receivable from an affiliate, resulting in a $386,000 decrease in cash during
the first nine months of 1995.
-11-
<PAGE> 12
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Management is not aware of any known trends, demands, commitments,
events or uncertainties, other than the following, which will result in the
Company's liquidity increasing or decreasing in any material way.
The Company has a line of credit with a bank which provides for
advance up to $1,500,000. At September 30, 1995, the Company had outstanding
borrowings of $1,197,000 on the line. Management expects that the line of
credit, which expires March 31, 1996, will be renewed under similar terms and
conditions.
In January 1998, the Company will be required to pay the remaining
balance on a mortgage note. It is estimated that the balance will be $970,000
at that time. To satisfy the debt requirement, the Company anticipates that
the current agreement will be extended or a new source of long-term financing
will be secured.
The Company does not have any material commitment for capital
expenditures which are outside the ordinary course of business. However, an
affiliated company is expected to borrow an additional $208,000 from a bank for
further development of a condominium project. The additional borrowings by the
affiliate will increase the Company's guarantee of its debt to $665,000. If
the affiliate receives sales commitments for the planned units, the Company may
provide additional short-term financing to the affiliate in order to complete
construction of those units.
In June 1995, the Company opened an office in Springfield,
Massachusetts. The office, which was opened to better serve the needs of an
existing client in that area, is expected to increase future service/consulting
revenues for the Company. The Company is not expected to incur any major
commitments for capital expenditures related to the new office, however, cash
may be consumed during the initial operations as funds are converted into
accounts receivable. As of September 30, 1995, there were three people
employed in the Springfield office while a significant portion of the work
generated from that location was being done in other offices.
Also during June 1995, the Company announced that it had formed a new
subsidiary, Viridian Technology, Inc., to design and manufacture modular
process equipment systems for the chemical and process related industries.
Viridian's products, which will complement the services currently provided by
the Company, are expected to be sold in both domestic and foreign markets. The
new business is not expected to require a signficant cash investment as the
Company plans to sell the systems on a basis requiring progress payments which
approximate out of pocket costs and that, at least initially, the manufacturing
of the systems will be sub-contracted to others.
-12-
<PAGE> 13
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
Management does not contemplate or expect any change in capital
resources of the Company, including any material changes in the mix or relative
cost of such capital resources or any changes between debt and equity except as
discussed. Accordingly, management expects that other future cash flow needs
will be provided primarily from operations.
Results of Operations
The following table sets forth, for the periods indicated, the
percentage which certain items in the Company's Condensed Consolidated
Statements of Operations bear to revenues:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Sept. 30, Ended Sept. 30,
1995 1994 1995 1994
------- ------- ------ ------
<S> <C> <C> <C> <C>
Revenues 100.0% 100.0% 100.0% 100.0%
Direct Expenses 72.3% 83.4% 80.1% 85.7%
Selling, Administrative
and General Expenses 22.5% 16.5% 18.6% 15.4%
Operating Income (Loss) 5.2% 0.1% 1.3% (1.1%)
Other Income (Expenses)
- Net (2.4%) (1.1)% (2.0%) (1.0%)
Income Taxes (Reduction) 1.0% (0.3)% (0.2%) (0.7%)
Net Income (Loss) 1.8% (0.7)% (0.5%) (1.4%)
</TABLE>
Nine Months Ended September 30, 1995 Compared to Nine Months Ended September
30, 1994
Revenues for the first nine months of 1995 were $7,252,000 compared to
$9,473,000 for the same period in 1994. Construction revenues decreased
$1,107,000 (34.3%) while revenues from service/consulting fees decreased
$1,112,000 (18.5%). Construction revenues continued to experience a decline as
construction spending among the Company's traditional client base remains low.
The decrease in service/consulting revenues during the first nine months of
1995 reflects a decrease in activity of the Charleston, WV office and the
downsizing and eventual closing of the Company's operations in Chicago.
-13-
<PAGE> 14
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Continued)
The Company reported an operating profit of $94,000 during the first
nine months of 1995 compared to an operating loss of $107,000 during the same
period of 1994. Construction operations reported a gross profit of $129,000
(6.1%) compared to a gross profit of $269,000 (8.3%) in 1994. The gross-profit
percentage was lower than normal in both years as two of the larger
non-industrial projects had been taken on at lower margins in an attempt to
gain entry into the Chicago market. Gross profit from service/consulting fees
was $1,246,000 (25.4%) for the first nine months of 1995 compared to
$1,012,000 (16.8%) in 1994. The gross profit percentage on service/consulting
operations during the first nine months of 1995 was higher than that
experienced in 1994 due in part to a reduction in labor cost resulting from
staff reductions. These savings were offset in part by increasing labor rates
which have been difficult to pass on through increased billing rates. Selling,
administrative and general expenses were $1,347,000 for the first nine months
of 1995, a decrease of $116,000 (7.9%) compared to the first nine months of
1994. The decrease in costs relates primarily to the closing of the Chicago
office. Such costs, however, were 18.6% of revenue in 1995 compared to 15.4%
of revenue in 1994.
Net interest expense was $142,000 for the first nine months of 1995
compared to net interest expense of $92,000 in 1994. The increase in interest
expense primarily results from an increase in net borrowings.
PART II - OTHER INFORMATION
Items 1-5
Not applicable.
Item 6
6(a) Exhibits: Statement regarding Computation of Earnings Per Share.
6(b) Reports on Form 8-K: None.
-14-
<PAGE> 15
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.
THE RANDERS GROUP INCORPORATED
Date: |s| Thomas R. Eurich
-----------------------------------
Thomas R. Eurich, President
Date: |s| Michael J. Krivitzky
-----------------------------------
Michael J. Krivitzky
Senior Vice President and Treasurer
Date: |s| David A. Wiegerink
-----------------------------------
David A. Wiegerink, Vice President
Finance and Administration
Principal Accounting Officer
-15-
<PAGE> 16
Exhibit Index
Exhibit No. Description
- ----------- -----------
6(a) Statement Regarding Computation of Earnings
(Loss) Per Share
27 Financial Data Schedule
<PAGE> 1
THE RANDERS GROUP INCORPORATED
EXHIBIT 6(a)-1
Statement Regarding Computation of Earnings (Loss) Per Share
Primary Earnings Per Share
Net income per share is computed on the basis of the weighted average
number of common and dilutive common equivalent shares outstanding during each
period. The number of shares used in computing net income per share for each
of the periods included herein are as follows:
<TABLE>
<CAPTION>
Weighted Average
Weighted Average Number of Dilutive
Number of Common Common Equivalent
Shares Outstanding Shares Outstanding Total
------------------ ------------------ --------------
<S> <C> <C> <C>
Three Months Ended
September 30, 1995 14,115,682 -- 14,115,682
September 30, 1994 14,115,682 -- 14,115,682
Nine Months Ended
September 30, 1995 14,115,682 -- 14,115,682
September 30, 1994 14,112,654 -- 14,112,654
</TABLE>
Common equivalent shares, calculated using the treasury stock method, including
shares issuable under the Company's stock option plan.
Common equivalent shares are not used in computing net income (loss) per share
as they would be antidilutive when a loss exists or because they are not
considered dilutive as the effect on earnings per share data would be less than
three percent.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Financial Statement of The Randers Group Incorporated for
the nine months ended September 30, 1995, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 390,380
<SECURITIES> 0
<RECEIVABLES> 1,748,430
<ALLOWANCES> 28,000
<INVENTORY> 0
<CURRENT-ASSETS> 2,389,998
<PP&E> 3,767,242
<DEPRECIATION> 1,116,492
<TOTAL-ASSETS> 6,510,401
<CURRENT-LIABILITIES> 1,946,670
<BONDS> 0
<COMMON> 1,412
0
0
<OTHER-SE> 3,443,776
<TOTAL-LIABILITY-AND-EQUITY> 6,510,401
<SALES> 2,118,984
<TOTAL-REVENUES> 7,251,709
<CGS> 1,989,513
<TOTAL-COSTS> 5,810,472
<OTHER-EXPENSES> 1,347,294
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 175,960
<INCOME-PRETAX> (47,801)
<INCOME-TAX> (13,000)
<INCOME-CONTINUING> (34,801)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (34,801)
<EPS-PRIMARY> (0.00)
<EPS-DILUTED> (0.00)
</TABLE>
