<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1997
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 0-22698
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GOLDEN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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CALIFORNIA 95-4021568
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2125-C MADERA ROAD
SIMI VALLEY, CA 93065
(Address of principal executive offices)
(805) 582-4400
(Registrant's telephone number, including area code)
---------------------------------
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 NO X
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AS OF JULY 31, 1998, THERE WERE 5,299,998 SHARES OF NO PAR VALUE COMMON STOCK
OUTSTANDING.
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<PAGE>
INDEX LISTING
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Page
Number
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PART I
FINANCIAL INFORMATION
<TABLE>
<CAPTION>
<S> <C>
ITEM 1. FINANCIAL STATEMENTS.
Consolidated Balance Sheets as of June 30, 1997 (unaudited)
and March 31, 1997. 1
Consolidated Statements of Operations (unaudited) for the three
months ended June 30, 1997 and June 30, 1996. 2
Consolidated Statements of Cash Flows (unaudited) for the three
months ended June 30, 1997 and June 30, 1996. 3
Notes To Consolidated Financial Statements (Unaudited). 4-6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS. 7-9
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 9
PART II
OTHER INFORMATION
ITEM 3. DEFAULTS UPON SENIOR SECURITIES. 10
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. 10
SIGNATURES
SIGNATURES 11
</TABLE>
i
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GOLDEN SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
June 30, 1997 March 31, 1997
------------- ---------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $156 $1,363
Restricted cash balances 33 29
Accounts receivable, net of allowances 193 233
Inventories 1,497 1,272
Prepaid expenses and other current assets 293 338
--------- ----------
Total current assets 2,172 3,235
--------- ----------
PROPERTY, PLANT AND EQUIPMENT,
at cost, net of accumulated depreciation 657 920
--------- ----------
$2,829 $4,155
--------- ----------
--------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings $8,044 $7,835
Accounts payable 3,367 3,407
Note payable under Recapitalization Plan 1,873 1,873
Net due to related parties 66 92
Notes payable 928 914
Accrued liabilities 1,750 1,603
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Total current liabilities 16,028 15,724
--------- ----------
COMMITMENTS AND CONTINGENCIES
(Note 4)
MINORITY INTEREST 2,599 2,599
SHAREHOLDERS' EQUITY
Common Stock 16,405 16,405
Retained earnings (deficit) (31,975) (30,370)
Cumulative translation adjustments (228) (203)
--------- ----------
Total shareholders' equity (deficit) (15,798) (14,168)
--------- ----------
$2,829 $4,155
--------- ----------
--------- ----------
</TABLE>
1
<PAGE>
GOLDEN SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
NET SALES $ 314 $ 630
COST OF GOODS SOLD 497 1,135
------------- -------------
Gross Loss (183) (505)
------------- -------------
OPERATING EXPENSES:
Selling, general and administration 623 727
Research and development 348 46
------------- -------------
971 773
------------- -------------
Operating Loss (1,154) (1,278)
------------- -------------
OTHER INCOME (EXPENSE):
Interest expense (436) (307)
Foreign currency transaction gains (losses) 4 (99)
Litigation settlement --- 429
Other income (expense) (18) 46
------------- -------------
(450) 69
------------- -------------
Loss before provision for
income taxes (1,604) (1,209)
PROVISION FOR INCOME TAXES 1 ---
------------- -------------
NET LOSS $(1,605) $(1,209)
------------- -------------
------------- -------------
NET LOSS PER SHARE $(0.30) $(0.27)
------------- -------------
------------- -------------
WEIGHTED AVERAGE NUMBER OF
OUTSTANDING SHARES 5,300 4,450
------------- -------------
------------- -------------
</TABLE>
2
<PAGE>
GOLDEN SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------
June 30, 1997 June 30, 1996
------------- --------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,605) $(1,209)
Adjustments to reconcile net loss to
net cash provided by (used in) operating activities:
Depreciation and amortization expense 59 191
Provision for losses on accounts receivable 10 12
Provision for losses on inventories 15 15
Loss on disposition of property and equipment 25 ---
Decrease (increase) in:
Accounts receivable 30 445
Inventories (240) 901
Prepaid expenses and other current assets 45 185
Increase (decrease) in:
Accounts payable (40) 488
Accrued liabilities 147 (120)
------------- --------------
Net cash provided by (used in) operating activities (1,554) 908
------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (16) ---
Proceeds from the sale of property and equipment 195 165
Restricted cash (4) 840
------------- --------------
Net cash provided by (used in) investing activities 175 1,005
------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Short-term borrowings, net of repayments 209 (1,598)
Borrowings under notes payable 14 234
Net change in related party balances (26) (10)
------------- --------------
Net cash provided by (used in) financing activities 197 (1,374)
------------- --------------
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS (25) (272)
------------- --------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (1,207) 267
CASH & CASH EQUIVALENTS, beginning of period 1,363 684
------------- --------------
CASH & CASH EQUIVALENTS, end of period $156 $951
------------- --------------
------------- --------------
</TABLE>
3
<PAGE>
GOLDEN SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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NOTE 1. GENERAL
In management's opinion, all adjustments, which are necessary for a
fair presentation of financial condition and results of operations, are
reflected in the accompanying interim consolidated financial statements. All
such adjustments are of a normal recurring nature. All amounts are unaudited,
except the March 31, 1997 balance sheet. This report should be read in
conjunction with the audited consolidated financial statements, notes, and
disclosures presented in the Company's 1997 Annual Report on Form 10-K.
Footnotes and other disclosures which would substantially duplicate the
disclosures in the Company's audited financial statements for fiscal year 1997
contained in the Company's 1997 Annual Report on Form 10-K, have been omitted.
The interim financial information herein is not necessarily representative of
operations for a full year.
NOTE 2. RISKS AND BASIS OF PRESENTATION
Results of operations for quarter ended June 30, 1997 have been determined
assuming that the Company will continue as a going concern. However, the
Company is currently facing significant issues which raise substantial doubt
that the Company has the ability to continue as a going concern. These issues
are summarized as follows:
- At June 30, 1997, the Company had outstanding amounts due to four
separate Indian lenders in the amount of $8,548,000, all of which are
currently in default. Of that amount, three banks have issued notices
to the Company demanding immediate repayment of $7,756,000. At June
30, 1998, the amount due to the banks was approximately $7.6 million.
The Company has insufficient funds available to repay the banks.
Because the Indian debt is secured by the assets of Ultra Tek,
alternatives available to the banks include closing the operations of
Ultra Tek and forcing Ultra Tek into liquidation.
- In fiscal 1995, Ultra Tek's importing of computer components into
India came under investigation by the Indian customs authorities. In
September 1997, the Indian customs authorities issued a separate "show
cause" notice alleging that Ultra Tek has not provided valid
explanations for shortages of imported raw material in its
inventories. In fiscal 1997, Ultra Tek came under the investigation
of the Indian Department of Revenue Intelligence concerning the import
and export of certain components used in the manufacture of power
supplies and customer returned product. Subsequently, a separate
"show cause" notice was issued requesting explanation of why duties
should not be assessed. The above governmental allegations and
investigations could lead to additional duty and penalties being
assessed against Ultra Tek in the amount of $8.4 million and penal
action being initiated against Ultra Tek. Penalties relating to the
DRI investigation, if any, have not yet been determined. The Company
is contesting these allegations, but currently, the matters are
unresolved and the outcomes uncertain.
- The Company has incurred significant losses from operations over the
past three fiscal years and quarter ended June 30, 1997; has lost its
two main historical customers, which has significantly impacted its
revenues; and at June 30, 1997, had a
4
<PAGE>
shareholders' deficit of $15.8 million. During fiscal 1998, the
Company continued to incur significant losses, and management has not
successfully executed on its efforts to achieve profitable operations
and positive cash flows. Outside of related party financing, the
Company has identified no viable source of financing.
Due to the significance of these factors in the Company's financial statements
at June 30, 1997, all assets have been stated at their estimated realizable
values. Costs of resolving the contingencies noted above or settling amounts
due to Indian banks or Company creditors have not been recorded as management is
currently unable to estimate these amounts. Accounts receivable and inventories
were valued at their subsequently realized amounts (inventories at cost), and
property, plant and equipment were valued based on estimates by management and
in accordance with the guidelines of Statement of Financial Accounting Standards
No. 121 "Accounting for Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" ("SFAS 121"). The estimated realizable values and
settlement amounts may be different from the proceeds ultimately received or
payments made.
NOTE 3. INVENTORIES
Inventories are valued at the lower of cost (first in, first out) or
market. Cost includes cost of material, freight and manufacturing overhead.
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
June 30, 1997 March 31, 1997
-------------- ----------------
<S> <C> <C>
Raw materials $ 945 $1,237
Work-in-progress 304 30
Finished goods 248 5
-------------- ----------------
$1,497 $1,272
-------------- ----------------
-------------- ----------------
</TABLE>
NOTE 4. COMMITMENTS AND CONTINGENCIES
A) LEASES
GSI leases its corporate headquarters from a related party under a three
year operating lease which expires in January 2000. Ultra Tek leases
certain factory premises from the Indian Government under operating leases
which expire at various dates through October 2000. Another Company
subsidiary leases its factory premises near Colombo, Sri Lanka under an
operating lease which expires in March 1999. This subsidiary was sold in
the fourth quarter of fiscal 1998 to a related party and accordingly, lease
commitments for this company are presented for the period up to the date of
sale. Future minimum payments under these and other various operating
leases are as follows (in thousands):
<TABLE>
<CAPTION>
Year ending March 31:
---------------------
<S> <C>
1998 (nine months) $ 182
1999 183
2000 111
2001 23
2002 1
------
$ 500
------
------
</TABLE>
5
<PAGE>
B) LITIGATION
The Company is subject to lawsuits in the normal course of business. In
the opinion of management and legal counsel to the Company, pending
litigation will not result in a material loss to the Company.
C) CONTINGENCIES
During fiscal year 1995, the Company's imports of computer components for
final assembly and sale into the domestic tariff area (DTA) of India
(outside the SEEPZ) came under investigation by the Indian customs
authorities. As a result, Company inventories of $1,300,000 were seized by
the authorities. On May 30, 1995, the authorities issued a notice to the
Company alleging misdeclaration of purported imports of complete computer
systems as imports of computer system components. The notice calls upon
the Company to explain why the authorities should not (a) confiscate all
the goods so imported, (b) levy additional duty of $1,175,000 (49,000,000
in Indian rupees) on the goods already sold into the DTA, and (c) take
penal action against the Company under the law, which could result in a
possible monetary penalty of $5,865,000 (245,000,000 in Indian Rupees).
The Company paid an advance of $700,000 (20,000,000 in Indian rupees)
against customs duty that may ultimately be levied by the authorities and
recorded this amount in "cost of goods sold" in fiscal 1995. During fiscal
1996, the authorities released the seized goods. However, because of
difficulties encountered in re-exporting the goods and technological
obsolescence, the entire amount of the seized goods has been included in
the inventory reserve amounts at June 30, 1997. No other penalties or
expenses related to this government action have been incurred by the
Company.
In September 1997, the Indian customs authorities issued a "show cause"
notice alleging that Ultra Tek has not provided valid explanations for
shortages of raw material in its inventories. The notice called upon the
Company to explain why the authorities should not (a) impose duty of
$616,000 (25,725,000 in Indian rupees) leviable on imported components
which were alleged not accounted for in the terms of bond executed, (b) why
penal action should not be initiated against the Company, and (c) why a
penalty equal to the duty held to be leviable, $616,000 (25,725,000 in
Indian rupees), in respect of unaccounted goods should not be imposed.
In fiscal 1997, the Company came under investigation by the Indian
Department of Revenue Intelligence (DRI) in connection with the import and
export of certain components and goods used in the manufacture of power
supplies and customer returns. The investigation focused on the alleged
discrepancy noted between the physical stock records and books, in respect
of the work-in-process inventory at March 31, 1996 and 1997 and customer
returned product at March 31, 1992 through March 31, 1997. In May 1998,
the DRI issued a "show cause" notice requesting that the Company explain
why the DRI should not impose duties of approximately $615,000 (25,720,000
in Indian rupees). Penalties relating to the investigation, if any, have
not yet been determined.
The aggregate of threatened duties and penalties to the Company is
approximately $8,400,000, exclusive of any penalties arising from the DRI
investigation, using the Indian rupee translation rate at June 2, 1998.
Although the Company is contesting the allegations of the authorities, the
outcome of these matters is uncertain at this time. Accordingly, no
additional provisions for any losses that may ultimately result have been
made in these financial statements.
6
<PAGE>
GOLDEN SYSTEMS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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GENERAL
Any forward looking statements made in this Form 10-Q report involve risks
and uncertainties. The Company's future financial results could differ
materially from those anticipated due to the Company's dependence on conditions
in the electronics industry, level of consumer demand for products containing
the Company's power supply components, competitive pricing pressures, technology
and product development risks and uncertainties, product performance, increasing
consolidation of customers and suppliers in the electronics industry, and other
factors beyond the Company's control.
RESULTS OF OPERATIONS
OVERVIEW
As has been previously reported, the Company's operations and cash flow
were significantly impacted by the product rejection that took place during the
third quarter of fiscal 1995. Those returns cost the Company $4.2 million of
lost accounts receivable directly related to the sales of the rejected units and
$2.2 million relating to other direct costs, as well as additional costs for
transportation, unutilized capacity, business interruption, reorganization,
inventory carrying costs, and interest on short-term borrowings.
The Company implemented a program to overcome its cash difficulties by
reducing inventory, cost reductions, organizational restructuring, price
increases, volume growth and more favorable payment terms from the Company's
existing customers. While a number of elements of that program have been
successfully implemented, the Company has not been able to generate anticipated
amounts of cash from inventory reduction and, to date, has had only limited
success in its efforts to resell any significant number of units of the reworked
rejected product. In addition, the Company has not been successful, to date, in
building its sales volumes to its existing customers or to new customers. While
the Company has implemented a plan to transition its business focus to power
supplies for products that are less price sensitive and therefore provide a
greater opportunity to develop positive profit margins, there can be no
assurance that the Company will have the resources to carry out its plan and,
even if the resources are available, that the Company will be able to
successfully develop the necessary customer relationships and obtain the product
contracts to continue to operate its business.
In light of these facts, and the operating results discussed below, the
Company is presently looking at the opportunities to obtain additional capital
from sources outside the Company or to engage in a transaction that would change
the Company's fundamental structure. Absent success in generating cash from
inventory or a dramatic change in the Company's operating outlook, the
consummation of such a financing transaction will be necessary for the Company
to continue its operations beyond the next several months.
7
<PAGE>
In summary, the Company suffered a considerable decline in cash flow during
the three fiscal years ended March 31, 1997 and during the quarter ended June
30, 1997. At June 30, 1997, the Company had negative working capital of
$13,856,000 and a retained deficit of $31,975,000. Subsequent to June 30, 1997,
the Company continues to experience negative cash flow as a result of continuing
losses and working capital required to ramp-up production in India. While
current action is being taken to develop a viable operating plan to increase
sales and renegotiate the terms of certain short-term obligations with certain
Indian banks, there can be no assurance that any of these actions will be
successfully completed.
FIRST QUARTER OF FISCAL YEAR 1998
Sales for the three months ended June 30, 1997 were $314,000 compared to
$630,000 for the same quarter in the prior year. This decrease in sales of 50%
is due principally to the continuing adverse effects of the product returns in
the third quarter of fiscal year 1995 by the Company's then major customer.
Gross loss on first quarter sales was $183,000 compared to a gross loss of
$505,000 for the first quarter in fiscal year 1997. Significant losses continue
at the gross margin level because of the major decline in manufacturing capacity
utilization which has resulted in significant unabsorbed direct manufacturing
overhead.
Selling, general and administrative expenses for the first quarter of
fiscal year 1998 were $623,000 compared to $727,000 or a decline of 14%. This
decrease is due to the Company's continuing efforts to reduce costs and the
adoption in fiscal year 1997 of Statement of Financial Accounting Standards No.
121 "Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (SFAS 121). As a result of implementing SFAS 121 at the end of
fiscal year 1997, property, plant and equipment was recorded at estimated
realizable value, which has reduced the amount of depreciation in selling,
general and administrative expense in the quarter ended June 30, 1997.
Research and development expenses for the current quarter were $348,000 as
compared to $46,000 for the first quarter of fiscal year 1997. This significant
increase resulted from the Company's decision to establish a product research
and development facility in Scotland.
Interest expense for the first quarter of fiscal year 1998 was $436,000 as
compared to $307,000 for the same quarter in the prior fiscal year. This
increase of 42% is due to higher punitive interest rates being charged by the
Indian banks on unsecured overdrafts that are currently delinquent and interest
on the note payable under the Recapitalization Plan, which closed on March 31,
1997.
Foreign currency transaction losses were significantly higher during the
three months ended June 30, 1996 vs. a small gain during the quarter ended June
30, 1997 because of a significant decline in the value of the Indian rupee in
relation to the U. S. dollar in the prior fiscal period. This loss resulted
primarily from obligations of Ultra Tek, which are payable in U. S. dollars.
8
<PAGE>
The litigation settlement income in the quarter ended June 30, 1996,
resulted from a contract settlement in that period with no similar event
occurring in the first quarter of fiscal 1998.
Other income (expense) in the first quarter of fiscal 1998 was $(18,000)
compared to $46,000 for the same period in fiscal 1997 because of the decline in
cash balances which caused interest income to decline and nonrecurring
miscellaneous scrap sales and product development fees realized during the first
quarter of fiscal 1997. The Company also incurred a $25,000 loss on the sale of
equipment during the quarter ended June 30, 1997.
Net loss for the first quarter ended June 30, 1997 was $1,605,000 compared
to a net loss of $1,209,000 for the same period in the prior year. The
significant reasons for the loss increase are set forth in the foregoing
discussion.
LIQUIDITY AND CAPITAL RESOURCES
OPERATING ACTIVITIES
During the three months ended June 30, 1997 the Company used $1,554,000 in
cash in operating activities. The major use of this cash is due to the net loss
from operations.
INVESTING ACTIVITIES
Cash provided by investing activities during the first quarter of fiscal
year 1998 was $175,000 due primarily to the disposition of certain equipment.
FINANCING ACTIVITIES
Cash provided in the first quarter of fiscal year 1998 from financing
activities aggregated $197,000. The primary factor contributing to this
amount relates to a net increase in borrowings totaling $209,000 resulting
from the accrual of interest on outstanding debt in India. This was
partially offset by a net decrease of $26,000 in the related party account
payable balances.
For the quarter ended June 30, 1997, the Company used $1,207,000 in
cash, reducing the $1,363,000 cash balance at the beginning of the period to
$156,000 at June 30, 1997. At July 31, 1998 the Company had a cash balance
of $189,000. Outside of related party financing, the Company has identified
no viable source of financing. While current actions are being taken to
implement a viable operating plan to increase sales, renegotiate the terms of
certain short-term obligations with three Indian banks and raise additional
capital, there can be no assurance that any of these actions will be
successfully completed.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Inapplicable.
9
<PAGE>
PART II - OTHER INFORMATION
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ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
At June 30, 1997, the Company had outstanding amounts due to four
separate Indian lenders in the amount of $8,548,000, all of which are
currently in default because of nonpayment of principal. Of that
amount, three banks have issued notices to the Company demanding
immediate repayment of $7,756,000. At June 30, 1998, the amount due
to the banks was approximately $7.6 million. The Company has
insufficient funds available to repay the banks. Because the Indian
debt is secured by the assets of Ultra Tek, alternatives available to
the banks include closing the operations of Ultra Tek and forcing
Ultra Tek into liquidation.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS
Exhibit 27. Financial Data Sheet
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the three month
period ended June 30, 1997.
10
<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.
GOLDEN SYSTEMS, INC.
By: /s/ Jawahar L. Tandon
----------------------------
Jawahar L. Tandon
CHIEF EXECUTIVE OFFICER
(DULY AUTHORIZED OFFICER OF THE
REGISTRANT)
By: /s/ Harvey A. Marsh
-----------------------------
Harvey A. Marsh
VICE PRESIDENT, CHIEF FINANCIAL OFFICER
(DULY AUTHORIZED OFFICER OF THE
REGISTRANT)
Date: September 21, 1998
---------------------------
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet at June 30, 1997 and the consolidate statement of
operations for the three months ended June 30, 1997 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 156
<SECURITIES> 0
<RECEIVABLES> 193
<ALLOWANCES> 0
<INVENTORY> 1,497
<CURRENT-ASSETS> 2,172
<PP&E> 657
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,829
<CURRENT-LIABILITIES> 16,028
<BONDS> 0
0
0
<COMMON> 16,450
<OTHER-SE> (32,203)
<TOTAL-LIABILITY-AND-EQUITY> 2,829
<SALES> 314
<TOTAL-REVENUES> 314
<CGS> 497
<TOTAL-COSTS> 497
<OTHER-EXPENSES> 971
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 436
<INCOME-PRETAX> (1,604)
<INCOME-TAX> 1
<INCOME-CONTINUING> (1,605)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,605)
<EPS-PRIMARY> (.30)
<EPS-DILUTED> (.30)
</TABLE>
