<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
[ ] 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 1-10196
Dimensional Visions Group, Ltd.
- ------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 23-2517953
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8855 N. Black Canyon Hwy., Suite 2000, Phoenix, Arizona, 85021
- ------------------------------------------------------------------------------
(Address of principal executive offices)
(602) 997 - 1990
- ------------------------------------------------------------------------------
(Issuer's telephone number)
(Former name, former address and former fiscal year, if changed since last
report)
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 X No .
As of September 30, 1997, the number of shares of Common Stock issued and
outstanding was 73,202,720.
<PAGE>
Dimensional Visions Group, Ltd. And Subsidiaries
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Condensed Balance Sheets - September 30, 1997
and June 30, 1997 .............................................................................. 1
Consolidated Condensed Statements of Operations - For the three
months ended September 30, 1997 and 1996 ........................................................ 2
Consolidated Condensed Statements of Cash Flows - For the three
months ended September 30, 1997 and 1996........................................................ 3
Notes to Consolidated Condensed Financial Statements............................................. 5
Item 2. Management's Discussion and Analysis of Financial Conditions
and Results of Operations........................................................... 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings..................................................................... N/A
Item 2. Changes in Securities................................................................. N/A
Item 3. Defaults Upon Senior Securities...................................................... N/A
Item 4. Submission of Matters to a Vote of Security Holders................................... N/A
Item 5. Other Information................................................. ................... N/A
Item 6. Exhibits and Reports on Form 8-K...................................................... 11
.
SIGNATURES....................................................................................... 11
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
September 30, June 30,
1997 1997
---- ----
(Unaudited)
<S> <C> <C>
Current assets
Cash and cash equivalents $ 106,934 $ 109,566
Current portion of note
receivable 120,710 --
Accounts receivable, trade net of
allowances for bad debts of $215,743 13,194 82,301
Inventory 159,679 179,127
Prepaid supplies and expenses 10,001 10,001
------------ ------------
Total current assets 410,518 380,995
------------ ------------
Equipment
Equipment 1,527,776 1,527,776
Furniture and fixtures 125,035 125,035
------------ ------------
1,652,811 1,652,811
Less accumulated depreciation 1,573,936 1,562,421
------------ ------------
78,875 90,390
------------ ------------
Other assets
Note receivable net of current portion 289,290 --
Deferred compensation costs 11,979 17,246
Patent right and other assets 39,871 40,889
------------ ------------
341,140 58,135
------------ ------------
Total assets $ 830,533 $ 529,520
============ ============
</TABLE>
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
<TABLE>
<CAPTION>
September 30, June 30,
1997 1997
---- ----
(Unaudited)
<S> <C> <C>
Current liabilities
Current portion of long term debt $ 75,000 $ 75,000
Accounts payable, accrued expenses and other liabilities 420,307 413,947
------------ ------------
Total current liabilities 495,307 488,947
Long term debt, net of current portion 75,000 125,000
------------ ------------
Total liabilities 570,307 613,947
------------ ------------
Commitments and contingencies -- --
Stockholders equity (deficiency)
Preferred stock - $001 par value, authorized -
10,000,000 shares; issued and outstanding - 219,378
shares at September 30, 1997, and at June 30, 1997 219 219
Additional paid-in capital 923,209 923,209
------------ ------------
923,428 923,428
Common stock - $001 par value, authorized -
100,000,000 shares issued and outstanding - 73,202,720
shares at September 30, 1997, 68,137,872 shares at
June 30, 1996 73,203 68,138
Additional paid-in capital 18,045,329 17,844,144
Deficit (18,781,734) (18,920,137)
------------ ------------
Total stockholders' equity (deficiency) 260,226 (84,427)
------------ ------------
Total liabilities and stockholders' equity (deficiency) $ 830,533 $ 529,520
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1997 1996
---- ----
<S> <C> <C>
Operating revenue $ 113,554 $ 124,872
Cost of sales 106,112 55,927
------------ ------------
Gross profit 7,442 68,945
------------ ------------
Operating expenses
Engineering and development costs 59,825 92,902
Marketing expenses 57,292 94,731
General and administrative expenses 158,761 227,132
------------ ------------
Total operating expenses 275,878 414,765
------------ ------------
Loss before other income (expenses) (268,436 (345,820)
------------ ------------
Other income (expenses)
Interest expense (3,365) (6,345)
Interest income 204 2,003
Amortization of goodwill -- (48,249)
Gain on sale of product line 410,000 --
------------ ------------
406,839 (52,591)
------------ ------------
Net income (loss) $ 138,403 ($ 398,411)
============ ------------
Net loss per share of common stock $ .002 ($ .01)
============ ============
Weighted average shares of common stock outstanding 70,863,197 28,196,737
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities
Net Income (loss) $ 138,403 ($398,411)
Total adjustments to reconcile net income (loss) to
net cash used in operating activities (276,035) 156,896
--------- ---------
Net cash used in operating activities (137,632 (241,515)
--------- ---------
Cash flows from investing activities
Property and equipment and progress payments
on equipment under construction -- (7,072)
--------- ---------
Net cash provided used in investing activities -- (7,072)
--------- ---------
Cash flows from financing activities
Proceeds from long-term borrowing -- 150,000
Sale of common stock 135,000 99,000
--------- ---------
Net cash provided by financing activities 135,000 249,000
========= =========
Net increase in cash and cash equivalents (2,632) 413
Cash and cash equivalents, beginning 109,566 203,073
--------- ---------
Cash and cash equivalents, ending $ 106,934 $ 203,486
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest -- --
========= =========
Issuance of common stock in connection with
Compensation $ -- $ 2,120
========= =========
Consulting services $ 21,250 $ 30,300
========= =========
Payment of an advance from Individual $ -- $ 15,000
========= =========
</TABLE>
3
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATE STATEMENTS OF CASH FLOWS
(Unaudited)
Supplemental disclosure of non-cash investing and financing activities
For the quarter ended September 30, 1997, the Company issued 1,818,182
shares of the Company's common stock in connection with the conversion of
$50,000 of convertible debenture to common stock.
During the quarter ended September 30, 1996, 800,000 shares of the
Company's Common Stock was issued as a result of the conversion of 20,000
shares of Series A Convertible Preferred Stock valued at $200,000.
See notes to condensed consolidated financial statements.
4
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Note 1 Basis of Presentation of Interim Financial Statements
The interim financial statements are prepared pursuant to the
requirements for reporting on Form 10-QSB. The June 30, 1997 balance
sheet data were derived from audited financial statements but does
not include all disclosures required by generally accepted accounting
principles. The interim financial statements and notes thereto should
be read in conjunction with the financial statements and notes
included in the Company's annual report on Form 10-KSB for the fiscal
years ended June 30, 1997. In the opinion of management, the interim
financial statements reflect all adjustments of a normal recurring
nature necessary for a fair statement of the results for the interim
periods presented. The current period results of operations are not
necessarily indicative of results which ultimately will be reported
for the full year ending June 30, 1998.
Note 2 Accounts Payable, Accrued Expenses and Other Liabilities
September 30, 1997 June 30,1997
------------------ ------------
Accounts payable $249,020(1) $260,942
Accrued expenses
Interest 13,057 11,184
Salaries 132,596 117,943
Consulting fees 18,000 18,000
Payroll taxes payable 7,634 5,878
-------- --------
Total $420,307 $413,947
======== ========
(1) Included in accounts payable are advances from two directors of the
Company for $20,000.
Note 3 Long-Term Debt
Long-term debt consisted of the following:
<TABLE>
<CAPTION>
September 30,1997 June 30, 1997
----------------- -------------
<S> <C> <C>
5% convertible debenture due August 1, 1998 75,000(1) 125,000(1)
10% secured notes due in January and February, 1998 75,000(2)(3) 75,000(2)(3)
-------- --------
150,000 200,000
Less current portion 75,000 75,000
-------- --------
$ 75,000 $125,000
======== ========
</TABLE>
5
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Note 3 Long-Term Debt ( Continued )
(1) During the year ended June 30,1997, $375,000 of the outstanding
debentures were converted to 6,853,335 shares of the Company's common
stock at an average price per share of $.05. This debt is convertible
into the Company's common stock at 50% of the price of the Company's
stock on the day prior to conversion, but at no time shall the
conversion price be greater than $.145 a share.
During July 1997, $50,000 of the outstanding debentures were
converted to 1,818,182 shares of the Company's common stock at an
average price of $.0275 per share.
The debentures were due on August 1, 1997, and the debenture holder
on October 8, 1997 extended the due date to August 1, 1998.
(2) As collateral for the secured notes, the Company has given a
security interest in all of the Company's tangible and intangible
assets, including all patents and proprietary technology, which was
evidenced by a Uniform Commercial Code filing on March 24, 1994.
(3) The Company has accrued interest on this obligation, but has not
paid interest to the noteholders since January 1996. No demand for
interest has been made by the noteholders, but the notes are in
technical default by failure to pay accrued interest.
Note 4 Commitments and Contingencies
Effective January 24, 1997, the Company vacated its studio and
production facilities in Philadelphia, Pennsylvania. There are
several disputed invoices outstanding that amount to less than $2,000
that management expects to resolve in its favor. There are no
long-term lease obligations outstanding as of September 30, 1997.
During 1996, the Company's former principal distributor of its print
products refused to pay a certain sales invoice for goods shipped to,
accepted and paid for by the distributor's customer. The Company had
demanded payment and the distributor has refused to pay the invoice
for $213,522. In July 1996, the Company filed for judgment on the
$213,522 invoice together with interest, costs and such other relief
the court will deem just and proper. The distributor has filed a
counterclaim. Management feels this matter will be resolved favorably
and will not have a material adverse effect on its financial
position. During 1996, the Company provided an allowance for possible
bad debts for the full amount of this sales transaction. During 1997,
this matter has moved to a deferred status while the parties engage
in settlement negotiations.
There are no other legal proceedings which the Company believes will
have a material adverse effect on its financial position.
The Company has not declared dividends on Series A or B Convertible
Preferred Stock. The cumulative dividends in arrears through June 30,
1997 was approximately $68,000.
6
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Note 5 Common Stock
As of September 30, 1997, there are outstanding 12,436,370 of
non-public warrants to purchase the Company's common stock at prices
ranging from $.09 to $.50 with a weighted average price of $.16 per
share.
As of September 30, 1997, there were 219,378 shares of various
classes of Convertible Preferred Stock outstanding which can be
converted to 3,602,280 shares of common stock.
As of September 30, 1997, there are 7,500 Series B Warrants
outstanding to purchase Series B Convertible Preferred Stock which
can be converted into 750,000 shares of the Company's common stock.
As of September 30, 1996 there was a $ 75,000 5% Convertible
Debenture which can be converted into a minimum of 517,241 shares of
the Company's common stock depending upon the price of the Company's
common stock the day preceding the conversion
The total number of shares of the Company's common stock that would
have been issuable upon conversion of the outstanding debt, warrants
and preferred stock equaled 17,305,891 shares as of September 30,
1997, and would be in addition to the 73,202,720 shares of common
stock outstanding as of September 30, 1997.
During the three months ended September 30, 1997, 1,200,000 shares of
the Company's common stock was sold to third parties in a private
placement for $60,000 (at $.05 per share).
On September 30, 1997, the Company sold 1,666,666 shares of the
Company's common stock to a third party for $75,000 under a
Regulation S offering.
During the three months ended September 30, 1997, the Company issued
1,818,182 shares of the Company's common stock in connection with the
conversion of $50,000 of convertible debenture to common stock under
a Regulation S offering.
The Company issued 380,000 shares of the Company's common stock to
consultants for services valued at $21,250 (average price per share
$.05).
Note 6 Preferred Stock
The Company has authorized 10,000,000 shares of $.001 par value per
share Preferred Stock, which has been allocated to the following
Series and is outstanding as of June 30,1997, as follows:
Allocated Outstanding
--------- -----------
Series A Preferred 100,000 25,500
Series B Preferred 200,000 5,000
Series C Preferred 1,000,000 18,681
Series P Preferred 600,000 168,047
Series S Preferred 50,000 2,150
--------- -------
Total Preferred Stock 1,950,000 219,378
========= =======
7
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Note 6 Preferred Stock (Continued)
The Company's Series A Convertible 5% Preferred Stock ("Series A
Preferred"), 100,000 shares authorized, is convertible into common
stock at the rate of 40 shares of common stock for each share of the
Series A Preferred. Dividends from date of issue, are payable from
retained earnings, and have been accumulated on June 30 each year,
but have not been declared or paid .
The Company's Series B Convertible 8% Preferred Stock ("Series B
Preferred"), is convertible at the rate of 100 shares of common stock
for each share of Series B Preferred. Dividends from date of issue
are payable on June 30 from retained earnings at the rate of 8% per
annum and have not been declared or paid.
The Company's Series C Convertible Preferred Stock ("Series C
Preferred"), is convertible at a rate of 10 shares of common stock
per share of Series C Preferred.
The Company's Series P Convertible Preferred Stock ("Series P
Preferred"), is convertible at a rate of 10 shares of common stock
for each share of Series P Preferred.
The Company's Series S Convertible Preferred Stock ("Series S
Preferred"), is convertible at the rate of 100 shares of common stock
for each share of Series S Preferred.
The Company's Series A Preferred and Series B Preferred were issued
for the purpose of raising operating funds. The Series C Preferred
was issued to certain holders of the Company's 10% Secured Notes in
lieu of accrued interest and also will be held for future investment
purposes. The Series S Preferred was issued to certain stockholders
consisting mainly of officers and directors of the Company in
exchange for such stockholders' shares of common stock. After this
exchange, common stock was sold on September 5, 1995 for the purpose
of raising additional capital.
The Series P Preferred was issued on September 12, 1995 to InfoPak
shareholders in exchange for (1) all of the outstanding capital stock
of InfoPak, (2) as signing bonuses for certain employees and a
consultant of InfoPak, and (3) to satisfy InfoPak's outstanding debt
obligations to certain shareholders.
The 190,700 shares of Series B Preferred were issued to holders of
warrants to purchase such preferred stock. The funding for the
exercise of these warrants was the exchange of $1,907,000 of
principal amount of secured and unsecured notes. On December 3, 1996,
185,700 shares of Series B Preferred were exchanged for 22,284,000
shares of the Company's common stock.
The 26,275 shares of Series C Preferred were also issued in exchange
for $262,750 of interest due under the secured and unsecured note
holders of 7,594 shares of Series C Preferred Stock have subsequently
converted their shares into the Company's common stock.
8
<PAGE>
DIMENSIONAL VISIONS GROUP, LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
THREE MONTHS ENDED SEPTEMBER 30, 1997
(Unaudited)
Note 7 Gain on Sale of Product Line
On September 25, 1997, the Company sold its real estate multiple
listing data delivery system. The purchase price was $450,000 plus
the assumption of a $59,247 liability to a third party. The
transaction was funded by a down payment of $40,000 which was applied
to the outstanding accounts receivable balance and the balance of
$410,000 is payable in 36 monthly installments of $13,618 including
interest at 12% per annum commencing October 25, 1997.
Note 8 Income Taxes
There was no provision for current income taxes for the three months
ended September 30, 1997 and 1996.
The federal net operating loss carry forwards of approximately
$16,469,000 expire in varying amounts through 2012.
The Company has had numerous transactions in its common stock. Such
transactions may have resulted in a change in the Company's
ownership, as defined in the Internal Revenue Code Section 382. Such
change may result in an annual limitation on the amount of the
Company's taxable income which may be offset with its net operating
loss carry forwards. The Company has not evaluated the impact of
Section 382, if any, on its ability to utilize its net operating loss
carry forwards in future years.
Note 9 Events Subsequent to September 30, 1997
On October 14, 1997, the Company entered into a letter agreement with
Capital West Investment Group, Inc. ("CWIG"). Pursuant to the terms
of the agreement CWIG will use its "best efforts" to raise funds
amounting to $1,000,000 in net proceeds less expenses and commissions
within six months of the date of the letter. In exchange for CWIG's
agreement to raise funds for the Company, the Board of Directors has
agreed to recommend to the stockholders for approval a 25 to 1
reverse stock split on all outstanding classes of stock and issuance
of certain derivative securities to key employees, members of the
Board and consultants. In the interim CWIG will provide $100,000 to
$325,000 in short term financing in the form of Series A Convertible
Secured Promissory Notes with warrants to purchase common stock, the
notes having a security interest in all the assets of the Company, of
which $202,500 have been issued. These notes are due February 28,
1998 unless they are converted. The actual terms may change as the
transaction progresses and no assurances can be given that the
funding will be completed as proposed.
9
<PAGE>
PART II - OTHER INFORMATION
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
As of September 30, 1997, the Company had working capital deficiency
of $197,970 compared with a working capital deficiency of $278,324 as
of September 30, 1996. During the three months ended September 30,
1997, the Company raised $135,000 through the sale of its securities.
Also during the period the Company issued 1,818,182 shares of its
Common Stock as a result of a conversion of $50,000 of its
debentures.
In September 1997, the Company sold its real estate multiple listing
data delivery system. The purchase price was $450,000 plus the
assumption of a $59,427 liability. The purchase price was payable
$40,000 at closing, which was applied against outstanding accounts
receivable trade and the balance to be paid ratably over a thirty-six
month period commencing October 25, 1997 at $13,618 per month
including interest at 12%. In connection with the sale the Company
agreed to provide consulting services for a period of one hundred and
twenty days at no cost and thereafter at certain prescribed rates.
The Company intends, for the most part, to direct its resources and
efforts toward marketing its print products.
The Company continues to require additional outside funding in order
to maintain its current operations. See "Events Subsequent to
September 30, 1997". No assurance can be given that the Company will
be able to obtain sufficient outside additional funding required to
maintain its current operations. In the event the Company is not able
to obtain sufficient funds in a timely manner necessary to maintain
its current operations, it may cease all or part of its existing
operations and/or some protection under the bankruptcy laws.
Results of Operations
The net income for the three months ending September 30, 1997, was
$138,403, compared with a net loss of $398,411 for the three months
ended September 30, 1996. The decrease in loss was caused primarily
by the sale of its real estate multiple listing data delivery system
which resulted in a gain of $410,000.
Operating revenues for the three months ended September 30, 1997 was
$113,554, compared to revenues of $124,872 for the three months ended
September 30,1996. The decrease in revenues was the result of
adjustments made on certain sales as concession to customer
satisfaction issues and the limited number of sales the Company had
during the quarter. The majority of the Company's revenues during the
quarter were derived from licensing fees from its real estate
multiple listing product line. As this product line was sold during
the quarter, no further licensing fees will be received. The Company
will be principally dependant upon the sale of its print products for
its revenues.
The Company expects to incur operating losses through the quarter
ending December 31, 1997. However, the Company continues to implement
a program for reducing its operating expenses and controlling
internal costs.
Events Subsequent to September 30, 1997
On October 14, 1997, the Company entered into a letter agreement with
Capital West Investment Group, Inc. ("CWIG"). Pursuant to the terms
of the agreement CWIG will use its "best efforts" to
10
<PAGE>
Events Subsequent to September 30, 1997 (Continued)
raise funds amounting to $1,000,000 in net proceeds less expenses and
commissions within six months of the date of the letter. In exchange
for CWIG's agreement to raise funds for the Company, the Board of
Directors has agreed to recommend to the stockholders for approval a
25 to 1 reverse stock split on all outstanding classes of stock and
issuance of certain derivative securities to key employees, members
of the Board and consultants. In the interim CWIG will provide
$100,000 to $325,000 in short term financing in the form of Series A
Convertible Secured Promissory Notes with warrants to purchase common
stock, the notes having a security interest in all the assets of the
Company, of which $202,500 have been issued. These notes are due
February 28, 1998 unless they are converted. The actual terms may
change as the transaction progresses and no assurances can be given
that the funding will be completed as proposed.
On November 5, 1997, the Company's Board of Directors appointed a new
Chief Executive Officer, who has extensive executive and marketing
experience. In connection with this appointment the Company's
marketing program will be completely redesigned.
Item 6. Exhibits and Reports on Form 8-K
The following documents are filed as part of this report:
<TABLE>
<S> <C>
1. The following Exhibits are filed herein: 27.0 Financial Data Schedule:
2. Reports on Form 8-K filed: None
</TABLE>
Signatures
In accordance with the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, duly authorized.
DIMENSIONAL VISIONS GROUP, LTD.
DATED: November 14, 1997 By: /s/ George S. Smith
-------------------
George S. Smith, Chairman, Chief
Executive Officer (for the
period ending October 31, 1997)
/s/ John D. McPhilimy
---------------------
John D. McPhilimy, Chief
Executive Officer (beginning
November 3, 1997)
11
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000836809
<NAME> DIMENSIONAL VISIONS GROUP, LTD.
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 106,934
<SECURITIES> 0
<RECEIVABLES> 349,647
<ALLOWANCES> (215,743)
<INVENTORY> 159,679
<CURRENT-ASSETS> 410,518
<PP&E> 1,652,811
<DEPRECIATION> (1,573,936)
<TOTAL-ASSETS> 830,533
<CURRENT-LIABILITIES> 608,488
<BONDS> 0
0
923,428
<COMMON> 73,203
<OTHER-SE> (736,405)
<TOTAL-LIABILITY-AND-EQUITY> 830,533
<SALES> 113,554
<TOTAL-REVENUES> 113,554
<CGS> 106,112
<TOTAL-COSTS> 106,112
<OTHER-EXPENSES> 275,878
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,365
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 138,403
<EPS-PRIMARY> .002
<EPS-DILUTED> 0
</TABLE>
