<PAGE> 1
UNITED STATES
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: March 31, 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 1-10368
PACIFIC INTERNATIONAL ENTERPRISES, INC.
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0243669
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
4431 Corporate Center Drive
Suite 131
Los Alamitos, California 90720
(Address of principal executive offices)
Issuer's telephone number, including area code: (714) 816-0200
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
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
<TABLE>
<CAPTION>
Title of Each Class Outstanding at June 30, 1997
<S> <C>
Common stock, $.001 par value 10,294,630
</TABLE>
Transitional Small Business Disclosure Format (check one):
Yes_________ No X
<PAGE> 2
PACIFIC INTERNATIONAL ENTERPRISES, INC.
Form 10-QSB
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance Sheet (Unaudited) as
of March 31, 1997..................................................... 4
Condensed Consolidated Statements of Operation (Unaudited)
for the three month periods ended
March 31, 1997 and 1996 and from inception
(February 28, 1995 to March 31, 1997)................................. 5
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the three months ended March 31,1997
and 1996 and from inception
(February 28, 1995 to March 31, 1997)................................. 6
Notes to Condensed Consolidated (Unaudited)
Financial Statements.................................................. 10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations......................... 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..................................................... 12
Item 2. Changes in Securities................................................. 12
Item 3. Default Upon Senior Securities........................................ 12
Item 4. Submission of Matters to a Vote of Security Holders................... 12
Item 5. Other Information..................................................... 12
Item 6. Exhibits and Reports on Form 8-K...................................... 12
</TABLE>
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
3
<PAGE> 4
PACIFIC INTERNATIONAL ENTERPRISES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Consolidated Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
MARCH 31,
1997
------------------
ASSETS
<S> <C>
CURRENT ASSETS:
Cash and equivalents $ 3,852
Prepaid expenses 214,631
Inventory 31,764
Other 2,124
------------------
Total current assets 252,371
EQUIPMENT 19,668
PATENTS AND TRADEMARKS 49,639
------------------
$ 321,678
==================
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES:
Notes payable $1,090,865
Accounts payable 229,089
Accrued interest 56,820
Other accrued expenses 143,029
------------------
Total current liabilities 1,519,803
------------------
SHAREHOLDERS' DEFICIT:
Preferred stock - 3,000,000 authorized, $.001 par value,
zero shares issued and outstanding -
Common stock - 50,000,000 shares authorized, $.001 par
value; 9,147,758 shares issued and outstanding 9,148
Additional paid-in capital 4,096,490
Unamortized common stock and equivalents cost (118,400)
Deficit accumulated during the development stage (5,185,363)
------------------
Net shareholders' deficit (1,198,125)
------------------
$ 321,678
==================
</TABLE>
See accompanying notes to financial statements
4
<PAGE> 5
PACIFIC INTERNATIONAL ENTERPRISES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
CUMULATIVE
FROM INCEPTION
THREE MONTHS ENDED (FEBRUARY 28,
---------------------------- 1995) TO
MARCH 31, MARCH 31, MARCH 31,
1996 1997 1997
---- ---- ----
<S> <C> <C> <C>
COSTS AND EXPENSES:
Research and development (110,805) (5,866) (482,578)
General and administrative (379,226) (322,101) (2,587,883)
Interest (30,812) (31,204) (130,591)
----------- ----------- -----------
(520,843) (359,171) (3,201,052)
----------- ----------- -----------
Non-cash expenses related to issuance of common
stock and equivalents:
Consulting (356,070) (206,000) (1,161,773)
Compensation (28,400) -- (119,600)
Interest (71,187) (57,743) (388,476)
----------- ----------- -----------
(455,657) (263,743) (1,669,849)
----------- ----------- -----------
NET LOSS $ (976,500) $ (622,914) $(4,870,901)
=========== =========== ===========
NET LOSS PER COMMON SHARE $ (0.15) $ (0.07)
=========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES 6,692,576 8,832,709
=========== ===========
</TABLE>
See accompanying notes to financial statements
5
<PAGE> 6
PACIFIC INTERNATIONAL ENTERPRISES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
CUMULATIVE
FROM INCEPTION
THREE MONTHS ENDED (FEBRUARY 28,
----------------------- 1995) TO
MARCH 31, MARCH 31, MARCH 31,
1996 1997 1997
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (976,500) $(622,914) $(4,870,901)
Adjustments to reconcile net loss to net cash
used by operating activities:
Depreciation and amortization 11,232 2,407 168,846
Issuance of shares for compensation -- 80,500 171,195
Non-cash interest expense 71,187 57,743 388,476
Non-cash consulting expense 356,070 206,000 1,161,773
Non-cash compensation expense 28,400 -- 119,600
(Increase) decrease in assets:
Restricted cash 75,000 8,500 0
Prepaid expenses 4,602 (95,370) (165,370)
Inventory 8,218 (5,526) (31,764)
Other (5,775) (2,124) (2,124)
Patents and trademarks (8,052) (8,945) (53,552)
Increase (decrease) in liabilities:
Accounts payable (16,268) 51,463 277,328
Accrued expenses 2,069 21,017 199,848
----------- --------- -----------
Net cash used by operating activities (449,817) (307,249) (2,636,645)
----------- --------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,610) -- (137,581)
----------- --------- -----------
Net cash used by investing activities (2,610) -- (137,581)
----------- --------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of notes payable -- 295,000 1,793,750
Payments on notes payable -- -- (469,528)
Exercise of warrants and options 20,807 -- 57,272
Issuance of common stock 1,028,751 -- 1,396,584
----------- --------- -----------
Net cash provided by financing activities 1,049,558 295,000 2,778,078
----------- --------- -----------
Net increase (decrease) in cash 597,131 (12,249) 3,852
CASH, BEGINNING OF PERIOD 659,010 16,101 0
----------- --------- -----------
CASH, END OF PERIOD $ 1,256,141 $ 3,852 $ 3,852
=========== ========= ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Conversion of notes payable to common stock $ 225,750 $ -- $ 233,357
----------- --------- -----------
Issuance of shares in debt swap $ -- $ 97,500 $ 97,500
----------- --------- -----------
Assets acquired through issuance of common stock $ -- $ -- $ 47,019
----------- --------- -----------
</TABLE>
See accompanying notes to financial statements
6
<PAGE> 7
PACIFIC INTERNATIONAL ENTERPRISES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
March 31, 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Crush Innovative Sports Systems, Inc. ("Crush" or the "Company"), a
California corporation, was formed on February 28, 1995 for the purpose
of developing, marketing and selling innovative sports products
incorporating proprietary technology. Crush was formed by
Laurence/Wayne, Inc. ("L/W"), a research and development company
organized in May 1989 to create innovative fastening systems intended
for use in the systems of numerous sporting goods, including snowboard
bindings, backpacks and in-line skates. In 1994, L/W developed a unique
snowboard binding system, the "T-Bone". On February 28, 1995 L/W
contributed to Crush all rights to the T-Bone binding system and for
the application of its fastening system to backpacks, motorcycle
saddlebags, in-line skates and other sporting goods, certain assets and
research and development. The value of the consideration was $361,481,
equal to the historical costs incurred by L/W, allocated $47,019 to
equipment and other assets and $314,462 to research and development. In
reaching this determination, the company considered, among other
factors, the stage of development, the time and resources needed to
complete the products, expected income and associated risks. Crush is
classified as a development stage company because its principal
activities involved obtaining capital, business development, obtaining
rights to certain technology and conducting research and development
activities.
Pacific International Enterprises, Inc., a Nevada corporation ("PIE"),
was formed on December 30, 1988. From inception until October 1995, PIE
was inactive and operated no business and held no significant assets.
Effective October 12, 1995, PIE exchanged 798,927 of its common stock
for all of the outstanding common stock of Crush. This transaction was
a reverse acquisition whereby PIE was the legal survivor; however, the
accounting reflects Crush as the survivor since Crush, as the operating
entity, was in effect the real acquirer. The transaction was accounted
for as a purchase of PIE by the Company and, accordingly, the
accompanying financial statements include the amounts and operations of
the Company from its inception and of PIE from October 12, 1995.
Principles of consolidation
The accompanying consolidated financial statements include the accounts
of the Company and its subsidiaries, Crush Innovative Sports Systems,
Inc. and PIE Acquisition Corp. PIE Acquisition Corp. is currently
inactive. All significant intercompany transactions and balances have
been eliminated in consolidation.
(continued)
7
<PAGE> 8
PACIFIC INTERNATIONAL ENTERPRISES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Interim Periods
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and do not
include all of the information required by generally accepted
accounting principles for complete financial statements. In the opinion
of the Company's management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation
have been included. Operating results for the three months ended March
31, 1997 are not necessarily indicative of results for any future
period. These statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's Form 10-KSB for the year ended December 31, 1996. Certain
adjustments have been made to the comparative information for 1996 to
conform to the presentation used in the December 31, 1996 10-KSB.
2. CAPITAL AND FINANCING TRANSACTIONS
Debt swap
In March 1997, the Company issued 250,000 shares of common stock at a
price of $.39 to its financial advisors in a debt swap. The financial
advisors agreed to cancel 500,000 warrants to purchase common stock at
an exercise price of $1.00.
Common stock
The Company issued 187,568 shares at $.37, the approximate fair market
value, to its employees in lieu of cash compensation.
Warrants
In connection with an August 1995 private placement memorandum, Crush
issued notes payable totaling $1,423,750. These notes bear interest at
9%, payable quarterly and are due the earlier of (i) the closing of a
private placement or public offering of equity securities or (ii) the
first anniversary of the issuance of the notes. The Company may prepay
the notes at any time without penalty. The notes are secured by the
assets of the Company. At any time prior to maturity, the notes are
also convertible into shares of the Company's common stock at a price
equal to 70% of the closing bid price of the Company's common stock on
the date of conversion but not less than $0.95 per share. In connection
with this private placement memorandum, the Company issued 1,423,750
Class A Warrants (the "A Warrants") and 1,423,750 Class B Warrants (the
"B Warrants") to purchase shares of common stock at exercise prices of
$.05 and $.95, respectively. On the same terms, the Company also issued
to registered broker-dealers an aggregate of 141,750 A Warrants and
141,750 B Warrants. The Warrants are exercisable for a period of three
years. In the event the Company does not repay the notes payable
described above in full within six months of the date of investment,
then the exercise price of the B Warrants will automatically decrease
at a rate of $.04 per month, commencing in the seventh month after the
date of the note, but not below $.50. The warrants are callable by the
Company upon 60 days written notice to the holders
(continued)
8
<PAGE> 9
PACIFIC INTERNATIONAL ENTERPRISES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
2. CAPITAL AND FINANCING TRANSACTIONS (CONTINUED)
in the event of either (i) the ask price of the Company's common stock
exceeds $2.00 for any period of 60 consecutive days or (ii) the notes
are paid in full or converted into common stock. If not exercised
within such 60-day period, the warrants automatically expire. The
Company assigned a value of $313,100 to the detachable warrants
described above. This amount is included in unamortized warrant cost
and is amortized as discount on the notes over twelve months. At March
31, 1997, 478,750 A Warrants had been exercised. During 1996, notes
payable of $233,357 were converted into 183,482 shares of common stock,
and $469,528 were paid off. On September 30, 1996, the remaining
noteholders agreed to extend the maturity date of the notes to March
31, 1997, and the Company issued them warrants to purchase 735,724
shares of common stock at an exercise price of $1.00 expiring on
September 30, 1999. At March 31, 1997, none of these warrants had been
exercised. The remaining notes totaling $720,865 are in default.
In December 1996, the Company offered in a private placement $120,000
promissory notes, of which $75,000 were issued in 1996 and the
remainder in the first quarter of 1997. The notes bear interest at 10%
and principal and accrued interest are due ninety days from the date of
issuance. Warrants to purchase 15,000 shares of common stock at an
exercise price of $.01 and warrants to purchase 22,500 shares of common
stock at an exercise price of $1.00, both expiring in December 2001,
were issued with the notes issued in 1996. Warrants to purchase 9,000
shares of common stock at an exercise price of $.01 and warrants to
purchase 13,500 shares of common stock at an exercise price of $1.00,
also expiring in December 2001, were issued with the notes issued in
1997. The fair value allocated to the warrants of $11,760 represents
unamortized warrant cost that was amortized in the first quarter of
1997. None of these warrants were exercised as of March 31, 1997. As
incentive to extend the maturity date of the notes to June 30, 1997,
the Company issued 120,000 warrants to purchase common stock at an
exercise price of $.10. The $32,400 value assigned to the warrants was
recorded as unamortized warrant cost to be amortized in the second
quarter of 1997. At March 31, 1997, none of these warrants had been
exercised. The Company issued 400,000 shares of common stock to the
underwriter as agent for the noteholders as collateral to secure the
notes against default. The $120,000 value assigned to the shares was
recorded as unamortized capital stock that was also amortized in the
first quarter of 1997.
3. NOTES PAYABLE
In January 1997, the Company issued a convertible note in the amount of
$250,000. The note bears interest at 10% and matured in ninety days. At
any time prior to maturity, the note was convertible into shares of the
Company's common stock at the current market price, in the amount that
equals the total amount due in principal, interest and late charges.
The note was subsequently extended for an additional ninety days.
Options to purchase 150,000 shares of common stock were issued with the
convertible note at an exercise price of $.50. At the time the note and
the options were issued, the approximate fair value of the Company's
common stock was $.31. Accordingly, no value was attributed to the
options. None of the options were exercised as of March 31, 1997.
(continued)
9
<PAGE> 10
PACIFIC INTERNATIONAL ENTERPRISES, INC.
AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
Notes to Consolidated Financial Statements
4. GOING CONCERN
The Company is experiencing cash flow shortages and will need to raise
additional capital in order to become operational. To date in 1997, the
Company has entered into loans in the amount of $250,000 and raised
equity in the amount of $200,000. These amounts have sustained
operations to date and the Company currently has commitments for an
additional $100,000 in exchange for equity. The Company is in the
process of attempting to acquire trade financing of approximately
$600,000. There can be no assurance that the Company will be able to
acquire trade financing or will be able to raise funds through sales of
additional equity. Without such additional funds, there is substantial
doubt about the ability of the Company to continue as a going concern.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
The Company is a development stage company that has devoted
substantially all of its resources to the development and commercialization of
its proprietary fastening technologies and products. The Company has focused its
initial efforts on developing and marketing the "T-Bone" system for snowboards
and the "Roc-Lock(TM)" technology for other commercial uses. These initial
efforts primarily consisted of research and development activities (including
prototype manufacturing, testing and customer pilot trials), developing consumer
and retailer awareness of the products and more recently, entering into sales
orders with large retail sporting goods chains. Pending commercial deployment of
and related volume orders for the Company's products, the Company expects to
incur additional losses.
The Company entered into a letter of intent in 1995 to merge
Laurence/Wayne, Inc. ("L/W") into the Company such that L/W will become an
operating subsidiary of the Company. As a result of the merger, the Company
would acquire all of the patents upon which its T-Bone snowboard binding and
other products depend. In the merger, the shares of Company Common Stock
currently held by L/W would be canceled, and new certificates will be issued
directly to the L/W shareholders. Thus, no dilution to existing shareholders of
the Company will occur. The merger has been approved by the shareholders of L/W
but is still subject to the approval of the Company's shareholders. Therefore,
there can be no guarantee that the merger will be consummated or consummated on
the terms of the letter of intent.
This discussion contains forward-looking statements that involve risks
and uncertainties. The Company's actual results may differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including, but not limited to, the cost and availability of capital to finance
its operations, competition, and the growth of the snowboard market generally.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 VERSUS THREE MONTHS ENDED MARCH 31, 1996
Since its inception the Company has been a development stage
enterprise, and as such, has not yet generated any operating revenues. Operating
expenses during the three months ended March 31, 1997 were $622,914 as compared
to $976,500 for the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its operations through the private sale of
debt and equity securities. The Company has raised approximately $3,583,895 from
the private sale of stock, the exercise of warrants and the issuance of debt
securities. To date in 1997 the Company has entered into loans in the amount of
$295,000 and raised equity capital in the amount of $200,000 to sustain
operations. As of June 30, 1997, the Company had cash of approximately $61,000
and accounts payable of approximately $213,000 (of which approximately $57,000
is due to officers of the Company for expenses paid on behalf of the Company and
approximately $65,000 is due for professional services rendered). The Company
estimates that the costs of continuing operations through December 31, 1997 will
be approximately $330,000. Thus, the Company estimates that it will require
approximately $500,000 to sustain operations through fiscal year 1997. The
Company currently has commitments for an additional $100,000 investment in the
Company Common Stock, leaving approximately $400,000 of unfulfilled capital
requirements for fiscal 1997. Every effort is being made to eliminate overhead
and reduce current expenses. Employees and officers of the Company have agreed
to take reduced or no cash salaries in exchange for equity in the Company. In
addition, the Company has been able to enter into long-term payment plans with
certain accounts payable. The Company does not currently have any other
commitments to raise additional funds, but is in the process of attempting to
acquire trade financing of approximately $600,000. There can be no assurance
that the Company will be able to acquire trade
11
<PAGE> 12
financing or will be able to raise funds through sales of additional equity.
Without such additional funds, there is substantial uncertainty about the
ability of the Company to continue as a going concern.
Net cash used during the three months ended March 31, 1997 was
approximately $12,249.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company had no new legal proceedings and there were no new
developments in the case of Chardas v Graval, currently pending in Los Angeles
Superior Court (as referenced in the Company's Form 10-KSB for the fiscal year
ended December 31, 1996), for the three months ended March 31, 1997.
ITEM 2. CHANGES IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Defaults of March 31, 1997
In August, 1995, Crush Innovative Sports Systems, Inc. ("Crush")
entered into a private placement of debt in the amount of $1,423,750 with
various accredited investors. Crush became a subsidiary of the Company as a
result of a reverse triangular merger consummated in October, 1995. The Company
has since repaid $469,528 of the Notes, converted $233,357 of the Notes into the
Company's Common Stock and is currently in default on the remaining Notes. The
amount in default is $753,713 including $32,848 of interest accrued until June
30, 1997. No action has yet been taken by such noteholders.
Defaults since March 31, 1997
As of June 30, 1997, the Company is currently in default on $120,000 of
Notes given to various investors as part of a private placement in December,
1996. The Notes bore interest at 10% and were originally due on March 31, 1997.
The Company subsequently issued warrants to the Noteholders as an incentive to
extend the maturity date of the Notes to June 30, 1997. The Notes are in default
as of June 30, 1997. The amount owed on the Notes is approximately $126,000,
including $6,000 of interest. The Notes are secured by a pledge of 400,000
shares of the Company's Common Stock. No action as been taken by the holders of
the Notes to either assume beneficial ownership of the shares or to pursue other
remedies.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to shareholders in the three months ended
March 31, 1997.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
27. Financial Data Schedule
12
<PAGE> 13
(b) Reports on Form 8-K
Not applicable
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, therefore duly authorized.
PACIFIC INTERNATIONAL ENTERPRISES, INC.
DATE: July 25, 1997
By: /s/ Binks A. Graval
-------------------------------------
Binks A. Graval
Chief Executive Officer and
Chairman of the Board
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
NUMBER
<S> <C> <C>
27 Financial Data Schedule
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 3,852
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 31,764
<CURRENT-ASSETS> 252,371
<PP&E> 32,486
<DEPRECIATION> 12,818
<TOTAL-ASSETS> 321,678
<CURRENT-LIABILITIES> 1,519,803
<BONDS> 0
0
0
<COMMON> 9,148
<OTHER-SE> (1,207,273)
<TOTAL-LIABILITY-AND-EQUITY> 321,678
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 533,967
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 88,947
<INCOME-PRETAX> (622,914)
<INCOME-TAX> 0
<INCOME-CONTINUING> (622,914)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (622,914)
<EPS-PRIMARY> (.07)
<EPS-DILUTED> (.07)
</TABLE>
