<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------- ----------
Commission File Number: 0-24690
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CLARION HOUSE, INC.
---------------------------------------------------
(Name of small business issuer in its charter)
Nevada 91-1407411
- --------------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1901 North Roselle Road, Suite 1030, Schaumburg, Illinois 60195
---------------------------------------------------------------
(Address of principal executive offices)
Issuer's telephone number: (847) 490-5977
-----------------------
Securities registered under Section 12(b) of the Exchange Act: None
--------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.01 Par Value
---------------------------------------------
(Title of Class)
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 registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No X
--- ---
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[ X ]
State issuer's revenues for its most recent fiscal year. $0
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. $1,845,924 (based upon
average bid and asked price as of September 14, 1998).
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. At August 27, 1998,
9,933,657 shares of common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: None
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
The Company was originally incorporated in Nevada as KAR VENTURES on
March 17, 1988. The Company changed its name to Clarion House, Inc. (a Nevada
corporation) on January 28, 1991 when it acquired, in a reverse acquisition, the
publishing business conducted by Clarion House, Inc. (a Georgia corporation).
The Company's publishing activities, which never progressed beyond the
development stage, consisted of two books distributed primarily through direct
sales to the public through mailings and advertising. The Company's publishing
business ceased active operations by 1992 due to lack of financing and was
terminated in March of 1993 when the Company transferred to its former principal
shareholder, Wallis Wood, in redemption of 148,000 shares of common stock, all
of the issued and outstanding capital stock of its wholly-owned subsidiary,
Clarion House, Inc., a Georgia corporation ("Clarion-Georgia"). The value of the
stock of Clarion-Georgia was deemed of negligible value due to cessation of
operations. Mr. Wood is no longer an affiliate of the Company, but remains a
less than 1% shareholder.
On September 20, 1993, the Company acquired Insecta Sales, Inc., a
Florida corporation ("Insecta") pursuant to an Agreement and Plan of
Reorganization ("Plan") between the Company, Insecta and Gaelic Investments,
Inc., a Bahamian corporation ("Gaelic"). Under the Plan (i) the Company acquired
100% of the issued and outstanding capital stock of Insecta; (ii) the Company
issued Gaelic, the sole shareholder of Insecta, 1,040,000 shares of the
Company's common stock; and (iii) Gaelic granted Insecta an exclusive worldwide
license to use the insecticidal coating technology and the Insecta(R) trademark
owned by Gaelic.
Following consummation of the Plan, the Company, through Sales, engaged
in the distribution of Insecta(R) products to the consumer, industrial,
commercial and agricultural markets primarily in the United States. The Company
never achieved sufficient revenues to support its operations. As a result, the
Company lost its license rights to the insecticidal coating technology and the
Insecta (R) trademark in December 1995 due to the non-payment of royalties.
As of December 31, 1995, the Company had no active operations.
ITEM 2. DESCRIPTION OF PROPERTY
Prior to ceasing active operations in December, the Company maintained
an office and warehouse distribution facility in Oakland Park, Florida.
ITEM 3. LEGAL PROCEEDINGS
Inapplicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
1
<PAGE>
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information.
-------------------
The Company's common stock, $.01 par value per share (the "Common
Stock"), is traded in the over-the-counter market, however, there is no
established public trading market and reliable high and low bid quotations are
not available. The nominal volume of the trading and price do not reflect any
significant market. All references to Common Stock herein reflect the April 1996
one-for-five reverse split.
(b) Holders.
--------
As of August 27, 1998, there were approximately 118 record holders of
the Common Stock. The Company believes that a significant number of its
beneficial owners are holding their Common Stock in "street name."
(c) Dividends.
----------
The Company has never declared or paid any cash dividends on its Common
Stock and does not intend to declare or pay any cash dividend in the foreseeable
future.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
OPERATION
As of December 1995, the Company no longer had any revenue producing
operations. Since December 1995, the Company has incurred accounting expenses
associated with preparation of financial statements, legal expenses in
connection with proposed reorganizations with operating companies, transfer
agent fees and other general and administrative costs of maintaining the
corporate entity for eventual sale. The expenses incurred in the 1995 fiscal
year for such activities were approximately $468,128.
The Company had revenues of $121,190 for the year ended December 31,
1995. Fiscal 1995 operations resulted in a net loss of $462,062.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
CLARION HOUSE, INC. AND SUBSIDIARY
CONTENTS
PAGE NUMBER
-----------
Financial Statements:
Consolidated Balance Sheet 4
Consolidated Statement of Operations and
Accumulated Deficit 5
Consolidated Statement of Cash Flows 5
Notes to Consolidated Financial Statements 7-9
3
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<TABLE>
CLARION HOUSE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
(SEE ACCOUNTANTS' COMPILATION REPORT)
(UNAUDITED)
<CAPTION>
DECEMBER 31,
------------------------------------
1995 1994
----------------- -----------------
ASSETS
------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1,119 $ 19
Accounts receivable 7,087 5,854
Inventory 33,347 95,968
Prepaid expenses 15,357 24,358
----------------- -----------------
Total current assets 56,910 347,909
EQUIPMENT, net of accumulated depreciation 9,283 9,283
OTHER ASSETS:
Organization costs, net of accumulated 483 483
amortization of $2,907
Prepaid expenses 0 12,500
----------------- -----------------
$ 66,676 $ 370,175
================= =================
LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 141,921 $ 37,073
Notes payable 55,715 0
----------------- -----------------
Total current liabilities 197,636 37,073
STOCKHOLDERS' DEFICIT:
Common stock - $.01 par value
Authorized - 10,000,000 and
10,000,000 at December 31, 1996
and 1995
Issued and outstanding - 7,614,384 and 76,244 76,144
_________ at December 31, 1995
and 1996
Paid-in capital 982,352 982,352
Accumulated deficit (1,189,556) (725,394)
----------------- -----------------
(130,960) 333,102
----------------- -----------------
$ 66,676 $ 370,175
================= =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
CLARION HOUSE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
(SEE ACCOUNTANTS' COMPILATION REPORT)
(UNAUDITED)
YEAR ENDED DECEMBER 31,
-------------------------------------
1995 1994
----------------- -----------------
SALES $ 121,190 $ 166,024
COST OF GOODS SOLD 117,797 145,098
----------------- -----------------
GROSS PROFIT 3,393 20,926
ADMINISTRATIVE EXPENSES 468,128 191,417
Consulting - 142,000
----------------- -----------------
OPERATING INCOME (464,735) (312,491)
OTHER INCOME (EXPENSE)
Interest income 673 2,370
----------------- -----------------
673 2,370
----------------- -----------------
NET LOSS (464,062) (310,121)
ACCUMULATED DEFICIT:
Balance - beginning of year (725,494) -
----------------- -----------------
Balance - end of year $ (1,189,556) $ -
================= =================
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
<TABLE>
CLARION HOUSE, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS
(SEE ACCOUNTANTS' COMPILATION REPORT)
(UNAUDITED)
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------
1995 1994
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 119,957 $ 0
Cash paid to suppliers and employees (396,955) 0
Interest income received 673 0
----------------- -----------------
Net cash to operating activities (276,325) 0
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment 0 (8,446)
----------------- -----------------
Net cash to investing activities 0 (8,446)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long term debt 55,715 0
Capital contribution and issuance of common stock, net
of offering costs 0 500,297
----------------- -----------------
NET DECREASE IN CASH AND (220,610) 203,977
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS:
Balance - January 1 221,729 17,752
----------------- -----------------
Balance - December 31 $ 1,119 $ 221,729
================= =================
RECONCILIATION OF NET LOSS TO NET CASH TO OPERATING ACTIVITIES
NET LOSS $ (464,062) $ (310,121)
Adjustments:
Depreciation 0 313
Common stock issued for services 0 2,500
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable (1,233) (67)
Decrease in inventory 62,621 22,538
Decrease in prepaid expenses 21,501 15,762
Increase (decrease) in accounts payable 104,848 (18,968)
and accrued expenses
Decrease in other assets 0 169
----------------- -----------------
NET CASH TO OPERATING ACTIVITIES $ (276,325) $ (287,874)
================= =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
CLARION HOUSE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
(SEE ACCOUNTANTS' COMPILATION REPORT)
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
This summary of significant accounting policies of Clarion House,
Inc. and Subsidiary is presented to assist in understanding the
Company's financial statements. The financial statements and
notes are representations of the Company's management which is
responsible for their integrity and objectivity. These accounting
policies conform to generally accepted accounting principles and
have been consistently applied in the preparation of the
financial statements.
PRINCIPLES OF CONSOLIDATION
---------------------------
The accompanying consolidated financial statements include the
results of operations of Clarion House, Inc. and Insecta Sales,
Inc. its wholly owned subsidiary, for the years ended December
31, 1995 and 1994. All significant intercompany activities
between Clarion House, Inc. and its wholly-owned subsidiary have
been eliminated in consolidation.
BUSINESS ACTIVITY
-----------------
Clarion House, Inc. is a holding company.
Insecta Sales, Inc. (the Subsidiary) is principally engaged in
the manufacture and distribution of insecticidal products within
the United States.
CASH AND CASH EQUIVALENTS
-------------------------
For purposes of the statement of cash flows, cash equivalents
include all highly liquid debt instruments with original
maturities of three months or less.
INVENTORIES
-----------
Inventories are valued on the first-in, first-out method based on
the lower of cost or market.
PROPERTY AND EQUIPMENT
----------------------
Improvements and equipment are carried at cost. Major
replacements and refurbishings are charged to the property
accounts while replacements, maintenance and repairs which do not
improve or extend the life of the respective assets are expensed
currently.
DEPRECIATION
------------
Depreciation is calculated by use of the straight-line and
accelerated cost recovery methods over useful lives of 5 to 10
years.
7
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CLARION HOUSE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
(SEE ACCOUNTANTS' COMPILATION REPORT)
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED:
INCOME TAXES
------------
Deferred income taxes are reported using the liability method.
Deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for
taxable temporary differences. Temporary differences are the
differences between the reported amounts of assets and
liabilities and their tax bases. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws
and rates on the date of enactment.
USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of 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.
NOTE 2 - NOTES PAYABLE:
Notes payable consists of accounts payable that were converted to
notes payable. The notes are due on demand and bear interest at
10%.
NOTE 3 - FEDERAL INCOME TAX:
The Company accounts for income taxes under the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109,
ACCOUNTING FOR INCOME TAXES, which requires an asset and
liability approach to financial accounting and reporting for
income taxes. The difference between financial statement and tax
basis of assets and liabilities is determined annually. Deferred
income tax assets and liabilities are computed for those
differences that have future tax consequences using the currently
enacted tax laws and rates that apply to the periods in which
they are expected to effect taxable income. Valuation allowances
are established, if necessary, to reduce the deferred tax asset
to the amount that will more likely than not be realized. Income
tax expense is the current tax payable or refundable for the
period plus or minus the net change in the income reported for
financial statement purposes which differs from income reported
for tax purposes principally because of the methods of
recognizing depreciation expense. Deferred income taxes have been
provided for timing differences.
8
<PAGE>
CLARION HOUSE, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
(SEE ACCOUNTANTS' COMPILATION REPORT)
(UNAUDITED)
NOTE 3 - FEDERAL INCOME TAX - CONTINUED:
The Company's total deferred tax asset and deferred tax asset
valuation allowances resulting from net operating loss
carryforwards at December 31, 1995 and 1994 are as follows:
1995 1994
----------- -----------
Total deferred tax assets $ 291,000 $ -
Less valuation allowance 291,000 -
----------- -----------
Total deferred tax assets (current) $ - $ -
=========== ===========
Future profits are not reasonably expected to be generated.
Therefore, a valuation allowance has been recorded. For tax
return purposes, the Company has approximately $860,900 and
$856,000 of net operating loss carryforwards as of December 31,
1995 and 1994. The net operating loss carryforwards expire as
follows:
2006 $ 24,300
2007 14,100
2008 43,400
2009 310,100
2010 464,100
2011 4,900
-----------
$ 860,900
===========
The accompanying notes are an integral part of the financial statements.
9
<PAGE>
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Inapplicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
(a) Identify Directors and Executive Officers.
------------------------------------------
The directors and executive officers of the Company are as follows:
NAME AGE POSITION
- ----------------------------- --------- -----------------------------
Troy D. Wiseman 32 Chairman, Chief Executive
Officer and Director
Brian C. Manoogian 49 Director
R. Townley Rose, Jr. 44 Executive Vice President and
Director
Robert C. Copple 44 Vice President - Finance
TROY D. WISEMAN has been the Chairman and a Director of the Company since
February 1998 and Chief Executive Officer since April 1998. Mr. Wiseman is the
principle founder and President of Invest L'Inc., a company specializing in
providing financial consulting services and bridge financing to emerging growth
companies preparing for an initial public offering. Mr. Wiseman also serves as
the Manager of Invest L'Inc. Bridge Fund, LLC, a privately held investment fund
which provides short term financing to both privately and publicly held
companies. Mr. Wiseman is founder and President of Apportum Consulting Corp., a
New York based business consulting firm currently specializing in assisting
micro-cap companies in "going public" through reverse mergers. Mr. Wiseman was
co-founder of CAMI'Z Inc., a publicly traded retail company where he served as a
member of the Board of Directors and held various executive officer positions
including Vice President, Chief Operating Officer, Chief Financial Officer and
Secretary from 1987 to 1994. In 1994, CAMI'Z Inc. acquired Chauvin
International, Ltd. by merger and became B.U.M. International, Inc.
BRIAN C. MANOOGIAN has been a Director of the Company since November 1997. From
November 1997 to July 1998 he also served as President. Prior to joining the
Company, Mr. Manoogian practiced corporate and business law for over 20 years in
Michigan. Mr. Manoogian began his legal career as the Assistant Corporate
Counsel of Masco Corporation, a position he held for three years, and has been a
partner in small and medium size law firms. Mr. Manoogian received a Bachelors
degree from the University of Michigan and a Juris Doctor from the Detroit
College of Law.
10
<PAGE>
R. TOWNLEY ROSE, JR. has been a Director of the Company since February 1998 and
Executive Vice President since April 1998. Mr. Rose has over 26 years of
experience as a sales representative in plastics and metal fabrication in
numerous industries, with specialization in the heavy duty truck market.
ROBERT C. COPPLE has been the Vice President - Finance of the Company since
December 1997. From May 1992 to December 1997, Mr. Copple was the Division
Controller for the Plastics Division of Plastech (formerly Bryan Custom
Plastics, a division of United Screw & Bolt Corporation). Prior to joining
Plastech in 1992, Mr. Copple was the Diversified Products Controller for
Aeroquip-Vickers (formerly Trinova Corporation). Mr. Copple began his career as
a Certified Public Accountant with a firm located in Elkhart, Indiana. Mr.
Copple has sixteen years of experience in the plastics industry.
Directors serve terms of one year or until their successors are duly elected and
qualified.
(b) Identify Significant Employees.
-------------------------------
Inapplicable.
(c) Family Relationships.
---------------------
Inapplicable.
(d) Involvement in Certain Legal Proceedings.
-----------------------------------------
Inapplicable.
(e) Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
No person failed to file a report required by Section 16(a) on a
timely basis during the fiscal year ended December 31, 1995.
ITEM 10. EXECUTIVE COMPENSATION
No person received compensation in excess of $100,000 for services
rendered to the Company during the fiscal year ended December 31, 1995. Patrick
Quinlan, the Company's chief executive officer during 1995, received
compensation at the rate of 2% sales. He received the same compensation during
fiscal 1994.
11
<PAGE>
Compensation Pursuant to Plans.
-------------------------------
On January 2, 1995, Patrick Quinlan, then the Company's chief executive
officer, received non-plan options to purchase 40,000 shares of Common Stock at
$3.75 per share expiring December 31, 1996. During the fiscal year ended
December 31, 1995 there were no options or stock appreciation rights exercised
by, nor any long term incentive plan awards made to, any named executive
officer.
Compensation of Directors.
--------------------------
During the fiscal year ended December 31, 1995, directors of the
Company were not compensated for any services provided as a director.
Termination of Employment and Change in Control Arrangements.
-------------------------------------------------------------
Inapplicable.
12
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
ownership of the Company's Common Stock as August 27, 1998 by (i) each person
who is known to own beneficially more than 5% of the outstanding shares of
Common Stock; (ii) by each of the Company's directors, executive officers and
nominees for director; and (iii) by all directors and executive officers of the
Company as a group. Unless otherwise indicated below, the person or persons
named have sole voting and dispositive power.
Shareholder Shares Percent
- ------------------------------------------ ------------------ -------------
Brian C. Manoogian 950,000 9.6%
Troy D. Wiseman(1) 1,858,029 18.7%
R. Townley Rose, Jr. 1,200,000 12.1%
Robert C. Copple(2) 145,000 1.5%
Bryan C. Cressey 1,000,000 10.1%
Terence M. Graunke 1,000,000 10.1%
Robert J. Skandalaris(3) 1,424,255 14.3%
All Executive Officers and Directors 4,153,029 41.8%
as a Group (4 persons)
- ---------------
(1) Includes 799,444 shares held by Invest L'Inc. Bridge Fund, LLC, a private
investment fund for which Mr. Wiseman acts as Manager and holds an equity
interest; 116,000 shares held by Apportum Consulting Corp., and entity of
which Mr. Wiseman is an officer, director and the sole shareholder; 874,255
held by Mr. Wiseman's family trust; 20,000 shares held as custodian for Mr.
Wiseman's children and 48,330 shares held by Invest L'Inc., an entity of
which Mr. Wiseman in an officer, director and the sole shareholder.
(2) Includes 50,000 shares held in escrow pending satisfaction of certain
earnings conditions pursuant to Mr. Copple's employment agreement with the
Company.
(3) Includes 250,000 held as custodian for Mr. Skandalaris' children and
874,255 shares held by Invest L'Inc. Bridge Fund, LLC, a private investment
fund in which Mr. Skandalaris holds an equity interest.
13
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Inapplicable.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits and index of exhibits.
-------------------------------
3.1 Articles of Incorporation of the Company
3.2 Bylaws of the Company
4.1 Sample Stock Certificate
(b) Reports on Form 8-K.
--------------------
Inapplicable.
14
<PAGE>
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.
CLARION HOUSE, INC.
Dated: September 24, 1998 By: /S/ Troy D. Wiseman
----------------------------
Troy D. Wiseman,
Chief Executive Officer
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.
Signature Title Date
- --------- ----- ----
/S/ Troy D. Wiseman
- -------------------------- Chief Executive Officer September 24, 1998
Troy D. Wiseman Chairman of the Board of
Directors
/S/ R. Townley Rose, Jr.
- -------------------------- Executive Vice-President September 24, 1998
R. Townley Rose, Jr. and Director
/S/ Brian C. Manoogian
- -------------------------- Director September 24, 1998
Brian C.Manoogian
/S/ Robert C. Copple
- -------------------------- Executive Vice-President September 24, 1998
Robert C. Copple Finance
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 1119
<SECURITIES> 7087
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 33347
<CURRENT-ASSETS> 56910
<PP&E> 9283
<DEPRECIATION> 0
<TOTAL-ASSETS> 66676
<CURRENT-LIABILITIES> 197636
<BONDS> 0
0
0
<COMMON> 76244
<OTHER-SE> (207204)
<TOTAL-LIABILITY-AND-EQUITY> 66676
<SALES> 121190
<TOTAL-REVENUES> 121190
<CGS> 117797
<TOTAL-COSTS> (464128)
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (673)
<INCOME-PRETAX> (464062)
<INCOME-TAX> 0
<INCOME-CONTINUING> (464062)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (464062)
<EPS-PRIMARY> (.061)
<EPS-DILUTED> (.061)
</TABLE>
