<PAGE>
U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OF 14(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
For quarterly period ended February 28, 1998
[] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _____________________________________ to
__________________________________________________
Commission file number 0-21634
-------
METRO GLOBAL MEDIA, INC.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 65-0025871
- ----------------------------------------- -------------------------------
(State or other jurisdiction of incorpor- (IRS Employer Identification No.)
ation or organization)
1060 PARK AVENUE, CRANSTON, RHODE ISLAND 02910
----------------------------------------------
(Address of principal executive offices)
(401)942-7876
-------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last year)
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 __
-
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12,13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by court.
Yes ___ No ____
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: 3,777,226 at March 28, 1998.
<PAGE>
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
<S> <C>
Balance Sheets F-1
Statements of Income F-2
Statements of Cash Flows F-3
Notes to Consolidated Financial Statements F-5 & F-6
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 1998 VERSUS THREE
MONTHS ENDED MARCH 1, 1997.
The Company had revenues of $5,734,859 for the three months ended February 28,
1998. This represents a 21.4% increase from revenues of $4,722,341 for the
three months ended March 1, 1997. Revenues consist principally of sales of
prerecorded videocassettes, magazines, electronic software products and related
items. Increased revenues were primarily the result of an increase in unit
sales of new releases and library titles from the Company's video catalog.
During the quarter ended February 28, 1998, the Company released 76 new videos
as compared to 45 for the same period in 1997, a 69% increase. Additionally,
the sales of novelties increased approximately $154,000 due to the increase in
product lines the Company now handles. The Company recognized $177,000 of
revenue from its joint venture in Maxstone in the publishing of certain
magazines.
Costs of revenues (including amortization of film costs) for the three month
period ended February 28, 1998 increased to $3,470,100 from $3,035,801 for the
corresponding period in the prior year principally due to the increase in
revenue. Costs of revenues as a percentage of revenues in the third quarter of
fiscal 1998 was 60.5% as compared to 64.3% in the third quarter of fiscal 1997.
The gross profit percentage improved due to increased sales price on films and
the increased sales of novelties which sell at higher margins than videos.
Selling, general and administrative (SG&A) expenses for the three months ended
February 28, 1998, increased 3% or $46,972 to $1,627,069 from $1,580,097 for the
three months ended March 1, 1997 due to increases in consulting expenses, which
were partially offset by decreases in advertising, equipment rental, and
supplies. Selling, general, and administrative expenses, as a percentage of
revenue, decreased to 28.4% in 1998 as compared to 33.5% in the three months
ended March 1, 1997.
Other income (expense) increased $63,858 to $(95,441) for the quarter ended
February 28, 1998, as compared to $(31,583) for the same quarter in 1997. The
increase in other expense is due to a decrease in royalty income and the
recognition of a minority interest of $19,326.
Operating income for the three month period ended February 28, 1998 was $637,690
as compared to operating income of $106,443 for the corresponding period in the
prior year. Net income for the fiscal quarters ended February 28, 1998 and 1997
were $316,581 and $42,670 respectively, resulting in earnings per share of $.08
for the quarter ended February 28, 1998 versus $.01 for the quarter ended March
1, 1997.
<PAGE>
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED FEBRUARY 28, 1998 VERSUS NINE
MONTHS ENDED MARCH 1, 1997.
Revenues for the nine month period ended February 28, 1998 increased 8.4% to
$14,382,715 from $13,267,996 for the nine months ended March 1, 1997. Costs of
revenues (including amortization of film costs) for the nine month period ended
February 28, 1998 were $8,909,753 in comparison to $8,397,483 for the
corresponding period in the prior year, an increase of 6.1%. The Company's
gross profit percentage for the nine month period ended February 28, 1998
increased to 38.1% from 36.7% for the comparative prior fiscal period. The
increase in gross profit percentage reflects the surge of new release sales due
to the expansion of the Company's release schedule.
Selling, general and administrative expenses for the nine months ended February
28, 1998 decreased marginally to $4,584,897 from $4,614,396 for the nine months
ended March 1, 1997. The decrease was primarily due to reductions in
advertising, artwork, and freight resulting from better cost controls. As a
percentage of sales, selling, general and administrative expenses improved from
34.8% at March 1, 1997 to 31.9% at February 28, 1998.
Other income (expense) increased $147,421 to $(287,346) for the nine months
ended February 28, 1998, as compared to $(139,925) for the same period in 1997
due to an increase in interest expense and a decrease in royalty income.
Net income for the nine months ended February 28, 1998, increased to $360,431
from $66,229 for the nine months ended March 1, 1997, which resulted in earnings
per share of $.10 for the nine months ended February 28, 1998, versus $.02 per
share for the nine months ended March 1, 1997.
LIQUIDITY AND CAPITAL RESOURCES AT FEBRUARY 28, 1998
Cash and cash equivalents amounted to $72,893 at quarter-end. Cash provided by
operating activities amounted to $1,934,920 for the nine months ended February
28, 1998, whereas net cash of $888,222 was provided by operations for the same
period in the prior fiscal year. The primary uses of cash in fiscal 1998
consisted of (1) investments in motion pictures and other films $1,484,097; (2)
payments on capital lease obligations of $198,806, (3) purchases of property
and equipment $56,979; and (4) net payments on short-term borrowings of
$479,836.
Working capital amounted to $2,929,128 at February 28, 1998 as compared to
$2,489,792 at May 31, 1997. The net decrease in accounts receivable of $436,920
was primarily due to increased collection efforts specifically on the account
receivables from Capital Video Corporation (see below). Inventory increased
$246,509 in anticipation of increased sales of new video and film releases as
well as novelties. Accounts payable and accrued expenses decreased $430,700 due
to a payment of a litigation settlement liability that was due in November, 1997
and improved cash flow from the decrease in accounts receivable.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES AT FEBRUARY 28, 1998 (CONTINUED)
Of Metro's total accounts receivable at February 28, 1998, $937,019 (26.4%) as
compared to $1,711,443 (41.9%) at May 31, 1997 is owed by Capital Video
Corporation ("CVC"), a chain of retail stores of which a former
officer/shareholder of the Company is the sole shareholder. Because of the
amount of this receivable and the concentration of business with CVC, this
receivable is monitored very closely. Metro has the personal guaranty of its
CVC's sole shareholder. Accordingly, no allowance for related party receivables
and no related party bad debt expense has been recorded in the Company's
financial statements.
The Company projects a video release schedule of approximately 24 titles per
month. The release schedule is budgeted at approximately $120,000 to $150,000
per month. Financing for these activities has been and will continue to be
generated through operating cash flows as well as funds received from its line
of credit.
During June, 1997, Metro, Inc. entered into a line of credit agreement with a
finance company. Under the agreement, Metro, Inc. may borrow up to 75% of
assigned accounts receivable less than 90 days old, up to a maximum of
$1,500,000. The balance due under the line of credit bears interest at the
prime rate plus 5% per annum. In addition, Metro, Inc. shall pay the finance
company a collateral management or notification fee equal to 3/4 of 1% of sales
submitted to the finance company for inclusion in the net security value of
accounts receivable, but no more than $7,500 per month. The outstanding balance
under the line is secured by accounts receivable of Metro, Inc and guaranties of
the Company and certain officers/shareholders. The line of credit expires
during June, 1999, but includes an option for an additional year. As of
February 28, 1998, the balance on the line of credit was $417,378.
Capital Expenditures: Capital expenditures for the nine months ended February
28, 1998 amounted to $56,979 as compared to $147,726 at May 31, 1997.
Additionally, the Company has entered into capital leases totaling $314,127
during fiscal 1998. The Company anticipates that additional capital
expenditures for 1998 will be approximately $100,000 to $150,000 primarily used
for computer equipment in Rhode Island, and duplicating and editing equipment in
California. The company currently has a $500,000 lease line available, of which
approximately $185,000 remains available.
Management believes that funds provided by operations, existing and new lines of
credit, are adequate to meet the anticipated short-term and long-term capital
needs. Management believes that inflation has not had a material effect on its
operations.
New Accounting Standards
SFAS No. 128 has been issued effective for the years ending after December 15,
1997. This statement establishes standards for computing and presenting
earnings per share and also establishes standards with respect to disclosure of
information about an entity's capital structure. Earnings per share
calculations should not be impacted if the Company adopted such standard for the
year ended May 31, 1997. The Company is required to adopt the provisions of
SFAS No. 128 in the third quarter of 1998 and does not expect adoption thereof
to have a material effect on the Company's financial position or results of
operations.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES AT FEBRUARY 28, 1998 (CONTINUED)
Statement of Financial Accounting Standards No. 129 ("SFAS No. 129"),
"Disclosure of Information About Capital Structure" has been issued effective
for the years ending after December 15, 1997. This statement establishes
standards for disclosing information about an entity's capital structure. The
Company will be required to adopt the provisions of SFAS No. 129 in the third
quarter of 1998 and does not expect adoption thereof to have a material impact
on the Company's financial position, results of operations or cash flows.
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Assets
------
<TABLE>
<CAPTION>
For the nine For the
months ended year ended
February 28, May 31,
1998 1997
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
Current assets:
- --------------
Cash $ 72,893 $ 57,724
Accounts receivable, less allowance for doubtful accounts of
$106,239 and $22,082, respectively 3,554,111 4,081,031
Inventory 3,931,010 3,684,501
Recoverable income tax 287,000 287,000
Prepaid expenses and other current assets 106,206 41,460
Deferred income taxes 165,650 165,650
----------- -----------
Total current assets 8,116,870 8,317,366
--------------------
Motion pictures and other films at cost, less accumulated amortization
of $6,207,285 and $5,085,183, respectively 3,715,738 3,353,743
Property and equipment at cost, less accumulated depreciation and
amortization of $1,582,524 and $1,303,939, respectively 1,437,854 1,575,199
Other assets 484,931 292,235
----------- -----------
Total assets $13,755,393 $13,538,543
------------ =========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
- -------------------
Current portion of long-term debt $ 178,561 $ 137,651
Current portion of capital lease obligations 323,160 222,962
Short-term borrowings 417,378 897,247
Accounts payable and accrued expenses 3,765,369 4,206,577
Income taxes payable 503,274 363,137
----------- -----------
Total current liabilities 5,187,742 5,827,574
-------------------------
Long-term debt, less current portion 655,078 395,988
Capital lease obligations, less current portion 376,714 361,591
Deferred income taxes 35,700 35,700
----------- -----------
Total liabilities 6,255,234 6,620,853
----------------- ----------- -----------
Commitments and contingencies
Shareholders= equity
- ---------------------
Preferred stock, no par value; authorized 2,000,000 shares; issued
and outstanding, none
Common stock, $.0001 par value; authorized 10,000,000 shares; 378 356
issued and outstanding 3,777,226 and 3,558,168 shares, respectively 5,988,229 5,542,762
Additional paid in capital 1,735,003 1,374,572
Retained earnings (223,451) -
----------- -----------
Unearned compensation 7,500,159 6,917,690
----------- -----------
Total shareholders' equity
--------------------------
Total liabilities and shareholders= equity $13,755,393 $13,538,543
------------------------------------------ =========== ===========
</TABLE>
See notes to consolidated financial statements
F-1
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Nine Three Nine
months ended months ended months ended months ended
February 28, February 28, March 1, March 1,
1998 1998 1997 1997
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues $5,734,859 $ 14,382,715 $4,722,341 $13,267,996
Costs of revenues, including amortization
of motion pictures and other films 3,470,100 8,909,753 3,035,801 8,397,483
---------- ------------- ----------- -------------
2,264,759 5,472,962 1,686,540 4,870,513
Selling, general and administrative expenses 1,627,069 4,584,897 1,580,097 4,614,396
---------- ------------- ----------- -------------
Income from operations 637,690 888,065 106,443 256,117
----------------------
Other income (expense), net (95,441) (287,346) (31,583) (139,925)
---------- ------------- ----------- -------------
Income before income taxes 542,249 600,719 74,860 116,192
--------------------------
Income tax expense 225,668 240,288 32,190 49,963
---------- ------------- ----------- -------------
Net income $ 316,581 $ 360,431 $ 42,670 $ 66,229
---------- ========== ============= ============ ===============
Net income per common and
common equivalent share primary $ .08 $ .10 $ .01 $ .02
Weighted average number of shares
outstanding 3,884,423 3,686,663 3,611,587 3,717,435
</TABLE>
See notes to consolidated financial statements.
F-2
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
February 28, March 1,
1998 1997
(Unaudited) (Unaudited)
------------ -----------
<S> <C> <C>
Cash flows from (used by) operating activities:
- ----------------------------------------------
Net income $ 360,431 $ 66,229
------------ -----------
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization
Bad debt expense 1,400,687 1,209,314
Amortization of deferred rent 90,000
Amortization of unearned compensation (10,508)
Consulting services for common stock 57,189 43,750
Compensation for common stock 157,999
Gain on disposal of asset 6,850
(Increase) decrease in assets: 2,857
Accounts receivable
Inventory 436,920 (667,837)
Prepaid expenses and other current assets (246,509) (120,052)
Other assets (64,746) (49,265)
Increase (decrease) in liabilities: 37,170 (97)
Accounts payable and accrued expenses
Income taxes payable (430,700) 647,657
Total adjustments 140,137 (244,334)
----------------- ------------ -----------
1,574,489 821,993
------------ -----------
Net cash provided by operating activities
-----------------------------------------
1,934,920 888,222
------------ -----------
Cash flows from (used by) financing activities:
- ----------------------------------------------
Proceeds from the issuance of common stock 26,250
Proceeds on issuance of notes payable 300,000
Payments on notes payable (10,934)
Payments on capital leases (198,806) (125,462)
Net payments on line of credit (479,869)
Net cash used by financing activities ------------ -----------
------------------------------------- (378,675) (110,146)
------------ -----------
Cash flows used by investing activities:
- ---------------------------------------
Investments in motion pictures and other films (1,484,097) (977,335)
Purchase of property and equipment (56,979) (4,121)
------------ -----------
Net cash used by investing activities
-------------------------------------- (1,541,076) (981,456)
------------ -----------
Increase (decrease) in cash 15,169 (203,380)
---------------------------
Cash, beginning of period 57,724 360,671
------------ -----------
Cash, end of period $ 72,893 $ 157,291
============ ===========
</TABLE>
See notes to consolidated financial statements.
F-3
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
<TABLE>
<CAPTION>
Nine months ended
February 28, March 1,
1998 1997
---- ----
<S> <C> <C>
Supplemental disclosures of cash flow information:
- -------------------------------------------------
Cash paid during the period for:
Interest $226,295 $143,248
======== ========
Income taxes $ 86,823 $294,297
======== ========
</TABLE>
Supplemental schedule of non-cash investing and financing activities:
- --------------------------------------------------------------------
During the quarter ended February 28, 1998, a wholly-owned subsidiary of the
Company contributed rights to certain magazine titles and other materials
(recorded at zero cost basis in these financial statements) in exchange for 50%
interest into a newly formed joint venture.
During the quarter ended February 28, 1998, the Company entered into capital
lease obligations totaling $314,127 for office equipment and machinery and
equipment.
During the quarter ended February 28, 1998, the Company issued 219,058 shares of
common stock valued at $445,489 for consulting services and compensation.
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1998 AND FEBRUARY 28, 1998
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The consolidated financial statements include the accounts of Metro Global
Media, Inc. ("Metro Global") and its wholly-owned subsidiaries (collectively the
"Company"). All inter-company balances and transactions have been eliminated in
consolidation.
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the nine and six month periods ended
February 28, 1998 are not necessarily indicative of the results that may be
expected for the year ending May 31, 1998. For further information, refer to
the financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended May 31, 1997.
Earnings Per Share (EPS)
Earnings per common and common equivalent share are based on the average number
of common shares outstanding during each period, assuming exercise of all
options have exercise prices less than the average market price of the common
stock using the treasury stock method. Fully diluted computations reflect the
additional dilutive effect of using period-end prices under the treasury stock
method.
The weighted average number of common shares and common stock equivalent shares
utilized in computing earnings per share were 3,884,423 and 3,611,587 for
primary and fully diluted earnings per share for the quarters ended February 28,
1998 and March 1, 1997, respectively.
Joint Ventures
In August, 1997 Rocket Media Group, LLC, a wholly-owned subsidiary of Metro,
Inc. formed a limited liability company, Maxstone Media Group, LLC, with Salmill
Enterprises, Inc. for the purpose of magazine publishing. The financial
statements of Maxstone have been consolidated and the minority interest is
reflected in other income (expense).
F-5
<PAGE>
METRO GLOBAL MEDIA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 28, 1998 AND NOVEMBER 30, 1996
(UNAUDITED)
2. NOTES PAYABLE
During June, 1997, Metro, Inc., a wholly owned subsidiary of the Company,
entered into a line of credit agreement with a finance company. Under the
agreement, Metro, Inc. may borrow up to 75% of assigned accounts receivable less
than 90 days old, up to a maximum of $1,500,000. The balance due under the line
of credit bears interest at the prime rate plus 5% per annum. In addition,
Metro, Inc. shall pay the finance company a collateral management or
notification fee equal to 3/4 of 1% of sales submitted to the finance company
for inclusion in the net security value of accounts receivable, but no more than
$7,500 per month. The outstanding balance under the line is secured by accounts
receivable of Metro, Inc and guaranties of the Company and certain
officers/shareholders. The line of credit expires during June, 1999, but
includes an option for an additional year. As of February 28, 1998, the balance
on the line of credit was $417,378.
3. SUBSEQUENT EVENTS
During December, 1997, the company discovered that its former director and Chief
Financial Officer was a convicted felon and had been criminally suspended from
appearing or practicing before the Securities and Exchange Commission. See Form
8-K as filed by the Company on December 29, 1997 for more detailed information.
In January,1998, the Company engaged an independent forensic consulting firm to
investigate whether there were any irregularities with respect to the Company's
accounting and financial reporting during the former Chief Financial Officer's
tenure with the Company. On March 5, 1998, the consultants issued a report
stating that their investigation did not reveal any accounting or financial
reporting irregularities. Further, the investigation did not detect any
transactions that appear to have been other than in the ordinary course of
business.
F-6
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
Not applicable
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
(1) Letter from Ellis L. Levin, Director of Ten Eyek Associates,
Inc. dated March 5, 1998, filed as Exhibit (1) on Form 8-K/A
dated and filed with the Commission on April 14, 1998 and
incorporated herein by reference.
(2) Letter from Trien, Rosenberg, Weinberg, Ciullo & Fazzari
LLP, dated March 18, 1998, filed as Exhibit (2) on Form 8-K/A
dated and filed with the Commission on April 14, 1998 and
incorporated herein by reference.
(b) Reports on Form 8-K
Form 8K and Form 8K/A regarding the accounting and financing
reporting of the Company during the former Chief Financial
Officer's tenure with the Company as filed on April 14, 1998
with the Commission and incorporated herein by reference.
ITEM 9. SALE OF EQUITY SECURITIES PURSUANT TO REGULATION S
--------------------------------------------------
On April 14, 1998, the Company entered into an Offshore Securities
Subscription Agreement for Convertible Preferred Shares. The securities
offered have not been and will not be registered under the U.S.
Securities Act of 1933 and were not offered or sold within the United
States nor to the account or benefit of U.S. persons, as defined in
Regulation S of the 1933 Act.
<PAGE>
PART II - OTHER INFORMATION (CONTINUED)
Under the terms of the agreement, the accredited investor will purchase
1,675 shares of 1988 Series A Convertible Preferred Stock ("Series A
Shares") at a price of $1,000 per share. After 90 days, the accredited
investor will purchase 500 shares of the Series A Shares at a price of
$1,000 per share. Of the $2,175,000 proceeds, the Company will receive
$1,100,000, less administrative expenses. The Company may buy back a
portion of these shares.
The Series A Shares are convertible at a rate of 100 shares per week
into the Company's common stock. The Shares carry a 5% cumulative
dividend, payable at the time of conversion in either cash or common
stock. These Shares are subject to a 24 month automatic conversion
feature.
In addition to the Series A Shares the accredited investor will be
issued a warrant to purchase 400,000 of the Company's common stock at
$1.50 per share and exercisable for up to 5 years after the date of
issuance.
SIGNATURE
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.
METRO GLOBAL MEDIA, INC.
By:___________________________________
Janet Hoey, Treasurer
(duly authorized, principal financial
and chief accounting officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> MAY-30-1998 MAY-30-1998
<PERIOD-START> DEC-01-1997 JUN-01-1997
<PERIOD-END> FEB-28-1998 FEB-28-1998
<CASH> 72893 0
<SECURITIES> 0 0
<RECEIVABLES> 3,554,111 0
<ALLOWANCES> 0 0
<INVENTORY> 3,931,010 0
<CURRENT-ASSETS> 8,116,870 0
<PP&E> 1,437,854 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 13,755,393 0
<CURRENT-LIABILITIES> 5,187,742 0
<BONDS> 0 0
0 0
0 0
<COMMON> 378 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 13,755,393 0
<SALES> 5,734,859 14,382,715
<TOTAL-REVENUES> 5,734,859 14,382,715
<CGS> 3,470,100 8,909,753
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> (95,411) (287,346)
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 542,249 600,719
<INCOME-TAX> 225,668 240,288
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 316,581 360,431
<EPS-PRIMARY> .08 .10
<EPS-DILUTED> 0 0
</TABLE>
