SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JULY 31, 1995
OR
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 0-20438
TELMED, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 65-0273037
- ---------------------------- ------------------
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
9350 SOUTH DIXIE HIGHWAY, SUITE 1220, MIAMI, FLORIDA 33156
(Address of principal executive offices) (Zip Code)
Registrant's tel. number, including area code (305) 670-9773
______________________________________________________________________________
(Former name or former address, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the Registrant has filed all
documents and reports required to be filed by Section 12, 13
or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by
a court.
YES NO
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes of
Common Stock, as of the latest practicable date. As of July 31, 1995, there were
outstanding 4,340,000 shares of Common Stock, par value $.001 per share.
Page 1 of 13 pages. Exhibit index at page 12.
<PAGE>
PART I FINANCIAL INFORMATION
I N D E X
PAGE
Item 1. Financial Statements
Consolidated Balance Sheets as of
July 31, 1995 and October 31, 1994 3
Consolidated Statements of Operations
for the three months and nine months
ended July 31, 1995 and July 31, 1994 4
Consolidated Statements of Cash Flows
for the nine months ended July 31, 1995
and July 31, 1994 5
Notes to Consolidated Financial Statements 6 - 9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10 - 11
-2-
<PAGE>
<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
JULY 31, OCTOBER 31,
1995 1994
---- ----
<S> <C> <C>
Current Assets
Cash and Cash Equivalents $ 785,597 $ 855,180
Accounts Receivable, Net of Allowance for
Doubtful Accounts of $21,443 and $17,129 791,213 499,475
Due From Affiliates 40,541 8,439
Loan Receivable - Related Party 196,500 -
Note Receivable 350,000 -
Prepaid Expenses and Other Current Assets 127,812 202,532
----------- -----------
Total Current Assets 2,291,663 1,565,626
Property and Equipment - Net 154,623 165,292
Investment in Available-for-Sale Marketable
Debt Securities 574,245 683,926
Investment in General Partnership 29,757 29,357
Goodwill, Net of Accumulated Amortization
of $43,294 and $18,831 626,264 650,286
Covenant Not To Compete, Net of Accumulated
Amortization of $80,000 and $50,000 120,000 150,000
Other Assets 266,318 173,892
----------- -----------
Total Assets $ 4,062,870 $ 3,418,379
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable $ 57,684 $ 91,474
Accrued Expenses 227,208 271,173
Current Portion of Long-Term Debt - 43,269
----------- -----------
Total Liabilities 284,892 405,916
----------- -----------
Minority Interest 110,364 70,229
----------- -----------
Commitments (See Notes)
Stockholders' Equity
Common Stock - Par Value $.001 Per Share,
20,000,000 Shares Authorized, 4,340,000 and
3,801,250 Shares Issued and Outstanding 4,340 3,801
Additional Paid In Capital 5,691,850 4,627,389
Accumulated Deficit (2,095,589) (1,688,956)
Unrealized Gain In Investment in Securities 67,013 -
----------- -----------
Total Stockholders' Equity 3,667,614 2,942,234
----------- -----------
Total Liabilities and Stockholders'
Equity $ 4,062,870 $ 3,418,379
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-3-
<PAGE>
<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
JULY 31, JULY 31, JULY 31, JULY 31,
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues
Service Revenues $ 1,060,271 $ 812,514 $ 3,454,471 $ 2,462,469
Management Fee Income - - - 1,214
Interest and Other 16,251 22,088 49,177 67,348
----------- ----------- ----------- -----------
Total Revenues 1,076,522 834,602 3,503,648 2,531,031
----------- ----------- ----------- -----------
Costs and Expenses
Cost of Services Provided 573,275 472,720 1,791,309 1,484,900
Research and Development Costs 9,009 904 36,655 25,404
General and Administrative 680,003 568,837 2,039,075 1,744,696
Interest 134 1,633 1,382 5,551
----------- ----------- ----------- -----------
Total Expenses 1,262,421 1,044,094 3,868,421 3,260,551
----------- ----------- ----------- -----------
Loss Before Minority Interests ( 185,899) ( 209,492) ( 364,773) ( 729,520)
Minority Interests In
Consolidated Entities ( 3,464) ( 6,150) ( 41,860) 64,620
----------- ----------- ----------- -----------
Net Loss $( 189,363) $( 215,642) $( 406,633) $( 664,900)
=========== =========== =========== ===========
Per Share
Net Loss $( .04) $( .06) $( .10) $( .18)
=========== =========== =========== ===========
Weighted Average Shares
Outstanding 4,332,065 3,786,347 4,007,248 3,784,913
=========== =========== =========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-4-
<PAGE>
<TABLE>
<CAPTION>
TELMED, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS NINE MONTHS
ENDED ENDED
JULY 31, JULY 31,
1995 1994
----------- -----------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Loss $( 406,633) $( 664,900)
Adjustments To Reconcile Net Loss
To Net Cash Used In Operating
Activities:
Depreciation and Amortization 94,179 57,362
(Increase) In Accounts Receivable ( 291,738) ( 39,519)
(Increase) In Due From Affiliates ( 32,102) ( 4,555)
Increase (Decrease) In Minority Interest 40,135 ( 31,619)
Decrease In Prepaid Expenses and
Other Current Assets 74,720 62,938
(Decrease) In Accounts Payable
and Accrued Expenses ( 121,024) ( 11,395)
Non Cash Issuance of Common Stock 7,500 -
----------- -----------
Net Cash Used In Operating Activities ( 634,963) ( 631,688)
----------- -----------
Cash Flows From Investing Activities:
Decrease In Investments In
Marketable Debt Securities 176,694 119,155
Acquisition Of Equipment ( 127,189) ( 12,861)
Decrease In Other Assets 4,875 -
(Increase) In Note Receivable ( 350,000) 19,401
----------- -----------
Net Cash Provided By (Used In)
Investing Activities ( 295,620) 125,695
----------- -----------
Cash Flows From Financing Activities:
Loan Receivable - Related Party ( 196,500) -
Proceeds From Private Placement 1,057,500 -
----------- -----------
Net Cash Provided By Financing Activities 861,000 -
----------- -----------
(Decrease) In Cash and Cash Equivalents ( 69,583) ( 505,993)
Balance At Beginning Of Period 855,180 1,453,604
----------- -----------
Balance At End Of Period $ 785,597 $ 947,611
=========== ===========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-5-
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1995
A. MANAGEMENT REPRESENTATION
The accompanying financial statements are unaudited for the interim
period, but include all adjustments (consisting only of normal
recurring accruals) which management considers necessary for the fair
presentation of results at July 31, 1995 and 1994.
These financial statements do not purport to contain complete
disclosure in conformity with generally accepted accounting principles
and should be read in conjunction with the Company's audited financial
statements at, and for the year ended October 31, 1994.
The results reflected for the nine months period ended July 31, 1995
are not necessarily indicative of the results for the entire fiscal
year to end on October 31, 1995.
B. RESTATEMENT
The Company has restated its Consolidated Balance Sheet as of July 31,
1995 to correct the misclassification of a loan to a related party in
the amount of $196,500. The loan was previously recorded as research
and development expenditures, of which $118,000 was expensed and
$78,500 recorded as capitalized software costs. The reclassification
has the effect of increasing current assets by $196,500 and reducing
Property and Equipment-net by $196,500. There was no effect on the
Company's Consolidated Statement of Operations for either the
nine-month or three-month periods ended July 31, 1996 and 1995.
The Loan Receivable-Related Party of $196,500 represents a
noninterest-bearing loan to an individual who is related to one of the
Company's directors. The loan was repaid in June 1996.
C. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
----------------------
The Company's policy is to consolidate with entities over which it has
operational and financial control, including cases where it does not
own a majority interest.
These financial statements include the accounts of the Company's
wholly-owned subsidiaries, ConsulMed, Inc., ConsulMed of South Florida,
Inc., and ConsulMed of Jacksonville, Inc.; Quality Life Care Associates
of Jacksonville, Ltd. (QLCA-Jax), a limited partnership in which
ConsulMed holds a 50% general partnership interest; and Quality Life
Care of Dade (QLCD), a joint venture 50% owned by Consul-Med. Portable
Fetal Monitor, Inc. (PFM) a wholly owned corporation of the Company has
not had any accounting activity since its acquisition by the Company
and does not presently have assets or liabilities.
All intercompany accounts and transactions have been eliminated in
consolidation.
Revenue Recognition
-------------------
The Company recognizes revenues at the time the related services are
rendered.
Loss Per Share
--------------
Loss per share is based on the weighted average number of shares
outstanding during the period.
-6-
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1995
C. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Statement of Cash Flows
-----------------------
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid debt instruments with an original maturity of three
months or less to be cash equivalents.
Investments in Available-For-Sale Marketable Debt Securities
------------------------------------------------------------
Effective November 1, 1994, the Company adopted Financial Accounting
Standards Board Statement No. 115 - Accounting for Certain Investments
in Debt and Equity Securities. Under the provisions of No. 115, the
Company's investment In Marketable Debt Securities was classified as
"available for sale". Since the investment had, as of October 31, 1994,
been written down to its market value (See Note H), there was no effect
of applying 115. Subsequent increases or decreases in value, after the
adoption of 115, are reflected as a component of Stockholders' Equity.
D. ACCOUNTS RECEIVABLE
Bad debt expense was $8,740 and $5,950 for the nine months ended July
31, 1995 and 1994, respectively.
Under existing arrangements, ConsulMed earns a fee of 6% of collections
for management services rendered to the healthcare operations of
ConsulMed's partners in QLCA-Jax.
E. NOTE RECEIVABLE
The Company has entered into a non-binding Letter of Intent for the
possible acquisition of another company. In connection with this
transaction the Company loaned $350,000 to that company on an unsecured
basis to be repaid on or before September 21, 1995. An extension of
time has been requested by that company, which the Company is taking
into consideration.
F. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
July 31, October 31,
1995 1994
---- ----
Medical equipment $ 118,184 $ 100,185
Office equipment 107,240 106,304
Leasehold improvements 14,039 5,785
---------- ----------
239,463 212,274
Less: Accumulated Depreciation
and Amortization 84,840 46,982
---------- ----------
$ 154,623 $ 165,292
========== ==========
Depreciation expense was $44,408 and $14,765 for the nine months ended
July 31, 1995 and 1994, respectively.
-7-
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1995
G. INVESTMENT IN MARKETABLE DEBT SECURITIES
July 31, 1995 October 31, 1994
Cost Market Cost Market
---- ------ ---- ------
U.S. Government and
agencies obligations,
(Federal Home Loan Bank) $ 648,327 $ 574,245 $ 821,909 $ 683,926
========== ========== ========== ==========
During the nine months ended July 31, 1995 $67,013 of the total
unrealized loss of $137,982 reported in the Company's statement of
operations for fiscal 1994 was recovered and accounted for as a credit
to stockholder's equity.
H. ACCRUED EXPENSES
Accrued Expenses consist of the following:
July 31, October 31,
1995 1994
---- ----
Accrued Insurance Costs $ 89,989 $ 102,008
Accrued Payroll 51,572 128,468
Other 85,647 40,697
---------- ----------
$ 227,208 $ 271,173
========== ==========
I. PRIVATE PLACEMENT
In April, 1995 the Company commenced a private placement of 625,000
units at $4.00 per unit. Each unit consists of two shares of common
stock and one warrant. The warrant is exercisable into one share of
common stock at $3.00 per share from March 22, 1995 to March 22, 2000.
If all the units are sold, the Company will realize approximately
$2,493,000 in net proceeds. As of July 31, 1995, the Company had sold
264,375 for net proceeds of $1,057,500, to be used for general
corporate purposes. The offering, originally scheduled to expire on May
15, 1995, was extended until November 15, 1995.
J. MAJOR CUSTOMERS
For the nine months ended July 31, 1995 and 1994, three customers
accounted for 23%, 21% and 12% and 14%, 13% and 11%, respectively, of
the Company's service revenues.
K. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
July 31, July 31,
1995 1994
---- ----
Interest Paid $ 1,382 $ 3,000
========== ==========
Unrealized Gain In Investment
on Securities $ 67,013 $ -
========== ==========
-8-
<PAGE>
TELMED, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1995
L. STOCK GRANTS
In July 1995 the Company sold 10,000 unregistered shares of its common
stock to an officer for $.001 per share. The difference between the
value of the shares and the consideration paid, which amounted to
$7,490 has been charged to operations as compensation expense during
the current quarter.
M. STOCK OPTIONS
In July 1995 the Company granted to an officer an option to purchase up
to 30,000 shares of its common stock for $.001 per share. The employee
will vest in the options only in the event that the Company reaches
certain earnings targets. If the Company reports pre tax earnings of
$500,000 for fiscal 1995, the employee will vest in 10,000 option
shares. The employee will vest in an additional 10,000 option shares if
the Company reports pre tax earnings of $550,000 for fiscal 1996. The
final 10,000 option shares will vest if the Company reports pre tax
earnings of $600,000 for fiscal 1997. However, the employee will vest
in all 30,000 option shares in the event the Company reports cumulative
pre tax income of $1,650,000 at any time during the three year period
ending October 31, 1997. The options expire in March, 1998.
The Company has recorded deferred compensation of $29,970 and will
amortize this amount on a straight line basis over the term of the
option.
N. OTHER ASSETS
The Company entered into an agreement dated December 27, 1994 with
Advanced Medical Systems, Inc. ("AMS") pursuant to which it agreed to
purchase all of AMS's rights to a fetal heart rate and uterine
contraction monitor and to employ AMS as its exclusive manufacturer of
the monitor. AMS will retain the right to continue selling its earlier
model in France and Israel. Pursuant to the agreement, the Company paid
AMS $100,000 upon execution of the agreement, and it will pay an
additional sum of $100,000 when Pre-Market Approval is obtained from
the Food and Drug Administration, which latter sum will be applied as a
credit against purchases of units by the Company. The agreement
provides for the payment by the Company of a royalty to AMS equal to 5%
of the gross revenues collected by the Company from the sale, lease or
rental of the monitor. Under the agreement, the Company is required to
seek Pre-Market Approval by the FDA for the monitor, and the Company
expects to apply shortly to the FDA in order to begin clinical testing
of the AMS monitor under protocols approved by the FDA for the
Company's first generation monitor. The initial $100,000 payment is
included in Other Assets in the accompanying consolidated balance
sheet.
-9-
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Nine Months Ended July 31, 1995 compared to Nine Months Ended July 31, 1994
ConsulMed contributed all of the operating revenue of the Company during the
nine months ended July 31, 1995 and 1994. Service revenues of $3,454,471 and
$2,462,469, respectively, represent income from in-home nursing care services
provided. Cost of service provided of $1,791,309 and $1,484,900 consists
primarily of payroll and related costs.
Research and development costs were $36,655 and $25,404 for the nine months
ended July 31, 1995 and 1994, respectively. These costs are all related to the
continuing development of the Company's portable fetal monitor. The Company, in
conjunction with Advanced Medical Systems, has completed development of an
improved smaller monitor which has now completed its testing. The Company has
submitted all of the relevant technical data to the FDA regarding its new
monitor. The Company has completed Phase I of its clinical evaluation utilizing
its new monitor. The Company is in the process of compiling the data collected
from both clinical sites and anticipates submitting such data by October 1,
1995. The Company has submitted its protocol to the FDA for Phase II of its
clinical trials and anticipates, subject to FDA approval, beginning Phase II
within sixty days after submission of the Phase I data. The Company also plans
to conduct research studies relating to preterm labor and to continue compiling
additional clinical data from the use of the monitor. Consequently, expenditures
for research and development are expected to increase at least through fiscal
1995.
General and administrative costs were $2,039,075 for the nine months ended July
31, 1995. These costs consist of operating expenses incurred by ConsulMed of
$1,425,838, as well as officer salary, professional fees and general overhead
expenses incurred by the parent Company of $613,237.
Consul-Med Inc. recorded a profit of approximately $40,000 for the third
quarter of fiscal year 1995. This represents the fourth consecutive quarter
of profitability for Consul-Med, and continues the positive operating results
which began in October of 1994.
Consul-Med's profitability in this quarter was due to the continuation of its
prior business and ongoing strategic initiatives which management believes will
continue to strengthen the company in the future. During this quarter the
company's Comprehensive Outpatient Rehabilitation Facility received its Medicare
certification which will increase its profitability. This facility stresses the
treatment of Neurological problems and will expand its services to include
Pulmonary Rehabilitation during the fourth quarter of fiscal year 1995. During
the third quarter the company continued its expansion of nursing services in the
Jacksonville, Ft. Pierce and Boca Raton areas. As of the end of the quarter
additional sites for rehabilitation centers were being explored by Company
management.
Consul-Med's research project with the University of Miami concerning the
development of in-home treatment protocols for specific diseases is continuing
on schedule. The programs being developed are intended to serve as the basis for
the company to work with hospitals and managed care companies to shift care from
hospitals to the home setting in a safe and effective manner.
Liquidity and Capital Resources
In August, 1992, the Company realized net proceeds of approximately $4,100,000
from a public offering of 500,000 Units at $10.00 per Unit, each consisting of
three shares of Common Stock and one Common Stock Purchase Warrant. Each Warrant
entitles the holder to purchase one share of Common Stock for a period of five
years through August 20, 1997 at a price of $4.00 per share.
-10-
<PAGE>
Liquidity and Capital Resources (Continued)
Net cash used for operating activities during the nine months ended July 31,
1995 was $634,963, primarily as a result of a net operating loss during the nine
months as well as an increase in Accounts Receivable and decrease in Accounts
Payable and Accrued Expenses.
In April, 1995 the Company commenced a private placement of 625,000 units at
$4.00 per unit. Each unit consists of two shares of common stock and one
warrant. The warrant is exercisable into one share of common stock at $3.00 per
share from March 22, 1995 to March 22, 2000. If all the units are sold, the
Company will realize approximately $2,493,000 in net proceeds. On April 17,
1995, the Company sold 264,375 units for net proceeds of $1,057,500. The
offering, originally scheduled to expire on May 15, 1995, was extended until
November 15, 1995.
Existing cash reserves and short-term investments are expected to be sufficient
to finance current and forecasted operations for a period of between eighteen
and twenty months from the date hereof. The Company has no commitments at
present which will require significant use of cash.
Impact of Inflation
Inflation has not had a material impact on the Company to date.
-11-
<PAGE>
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
3(a) - Restated Certificate Of Incorporation and Amendment *
to Certificate Of Incorporation
3(b) - Bylaws *
4(a) - Form of Common Stock Certificate *
4(b) - Warrant Agreement, including form of Warrant **
Certificate
10(a) (iv) - Mergers and Acquisitions Agreement with South **
Richmond Securities, Inc.
10(a) (vi) - Agreement and Plan of Merger, dated as of ***
June 21, 1993, by and between TelMed, Inc.,
T.M. Sub #1, Inc., Consul-Med, Inc.,
Marvin L. Finston, M.D. and Alan I. Miller,
M.D.
10(a) (vii) - Employment Agreement between Registrant and ****
Jeffrey I. Binder.
10(a) (viii) - Stock Option Plan of Registrant. ****
10(a) (xi) - Employment Agreement between Consul-Med, Inc. *****
and Alan I. Miller.
10(a) (xii) - Consulting Agreement between Consul-Med, Inc. *****
and Marvin L. Finston.
10(a) (xiii) - Lease Agreement between Consul-Med of South *****
Florida, Inc. and HHL Financial Services, Inc.
10(a) (xiv) - Agreement dated as of December 27, 1994, by and ******
between TelMed, Inc. and Advanced Medical
Systems, Inc.
21 List of Subsidiaries of Registrant. *****
* Incorporated by reference to the corresponding exhibit in the Company's
Registration Statement on Form S-1 (SEC File No. 33-45472).
** Incorporated by reference to the corresponding exhibit in the Company's
Report on Form 10-K for the fiscal year ended October 31, 1992.
*** Incorporated by reference to Exhibit (i) to the Registrant's Report on
Form 8-K for June 21, 1993.
**** Incorporated by reference to the corresponding exhibit in the Company's
Report on Form 10-K for the fiscal year ended October 31, 1993.
***** Incorporated by reference to the corresponding exhibit into the
Company's Report on Form 10-K for the fiscal year ended October 31, 1994.
******Incorporated by reference to Exhibit (i) to the Registrant's Report on
Form 8K for December 27, 1994.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed in the quarter for which this report
was filed.
-12-
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELMED, INC.
Date: August 21, 1996 /S/ JEFFREY I. BINDER
--------------------------------------------
Jeffrey I. Binder, Chairman
(Chief executive officer)
Date: August 21, 1996 /S/ MITCHELL WALLACE
--------------------------------------------
Mitchell Wallace, Principal Financial
Officer
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> MAY-01-1995
<PERIOD-END> JUL-31-1995
<CASH> 786
<SECURITIES> 0
<RECEIVABLES> 812
<ALLOWANCES> 21
<INVENTORY> 0
<CURRENT-ASSETS> 2,292
<PP&E> 239
<DEPRECIATION> 84
<TOTAL-ASSETS> 4,063
<CURRENT-LIABILITIES> 285
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 3,664
<TOTAL-LIABILITY-AND-EQUITY> 4,063
<SALES> 0
<TOTAL-REVENUES> 1,077
<CGS> 0
<TOTAL-COSTS> 573
<OTHER-EXPENSES> 693
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (189)
<INCOME-TAX> 0
<INCOME-CONTINUING> (189)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (189)
<EPS-PRIMARY> (.04)
<EPS-DILUTED> 0
</TABLE>
