<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
March 31, 1998
Commission File No 1-13084
BYRON PREISS MULTIMEDIA COMPANY, INC.
- ------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
New York 13-3676574
- -------------------------------- -------------------------
(State of Incorporation) (I.R.S. Employer
Identification
number)
24 West 25th Street
New York, New York 10010
- ------------------- -------
(Address of principal executive offices) (Zip code)
(212) 989-6252
--------------------------
(Issuer's telephone number)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 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
--------
The number of shares outstanding of the issuer's class of common equity, as of
the latest practical date is 7,949,438 shares of common stock par value $.001
per share as of May 13, 1998
Page 1 of 14 pages
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BYRON PREISS MULTIMEDIA COMPANY, INC.
FORM 10-QSB
INDEX
PART I FINANCIAL INFORMATION PAGE
- ------ --------------------- ----
Item 1. Financial Statements:
Consolidated Balance Sheet as of March 31, 1998. 3
Consolidated Statements of Operations for three months
ended March 31, 1998 and 1997. 4
Consolidated Statement of Changes in Shareholders' Equity
for three months ended March 31, 1998. 5
Consolidated Statements of Cash Flows for the
the three months ended March 31, 1998 and 1997. 6-7
Notes to Consolidated Financial Statements. 8-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 11-13
PART II
- -------
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Page 2 of 14 pages
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PART I FINANCIAL INFORMATION
- ----------------------------
Item 1. Financial Statements
BYRON PREISS MULTIMEDIA COMPANY,INC. AND SUBSIDIARIES
-----------------------------------------------------
CONSOLIDATED BALANCE SHEET
--------------------------
March 31,
1998
-----------
(unaudited)
ASSETS
------
CURRENT ASSETS:
Cash and cash equivalents $ 548,922
Accounts receivable, net 1,039,332
Inventory 198,313
Other current assets 166,382
---------
Total current assets 1,952,949
PREPUBLICATION COSTS AND RIGHTS PURCHASED 1,379,575
EQUIPMENT AND LEASEHOLD IMPROVEMENTS, net 510,110
GOODWILL, net of accumulated amortization 3,096,059
OTHER ASSETS 865,897
Total assets $ 7,804,590
===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 1,634,426
Current maturities of long-term debt 678,598
Liabilities from discontinued operations 701,950
Deferred income 478,192
Other current liabilities 707,157
---------
Total current liabilities 4,200,323
LONG TERM DEBT, less current maturities 2,932,485
OTHER LONG-TERM LIABILITIES 62,457
Total liabilities 7,195,265
---------
MINORITY INTEREST 178,742
SHAREHOLDERS' EQUITY:
Preferred Stock, 5,000,000 shares authorized;
0 shares issued and outstanding
Common Stock, 30,000,000 shares authorized; 7,949,438
shares issued and outstanding, $.001 par value 7,949
Additional paid-in-capital 15,167,221
Accumulated deficit (14,744,587)
-----------
Total shareholders' equity 430,583
-----------
Total liabilities and shareholders' equity $ 7,804,590
===========
The accompanying notes are an integral part of this consolidated balance sheet.
Page 3 of 14 pages
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BYRON PREISS MULTIMEDIA COMPANY, INC. AND SUBSIDIARIES
------------------------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
(Unaudited)
Three Months Ended
March 31,
1998 1997
--------- --------
NET REVENUES $1,527,939 $ 557,803
COST OF REVENUES 983,625 335,611
--------- ---------
Gross profit from continuing operations 544,314 222,192
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 1,045,490 812,481
---------- ---------
Loss from continuing operations before interest ( 501,176) ( 590,289)
INTEREST (EXPENSE) INCOME ( 78,121) 23,466
----------- ---------
Loss from continuing operations ( 579,297) ( 566,823)
DISCONTINUED OPERATIONS:
Loss from discontinued operations ( 157,511) ( 616,225)
----------- ----------
Net loss $( 736,808) $(1,183,048)
============ ============
NET LOSS PER SHARE INFORMATION:
BASIC NET LOSS PER SHARE:
Continuing operations $ (0.08) $ (0.13)
Discontinued operations (0.02) (0.14)
------------ -----------
Total $ (0.10) $ (0.27)
============ ===========
DILUTED NET LOSS PER SHARE:
Continuing operations $ (0.08) $ (0.13)
Discontinued operations (0.02) $ (0.14)
------------ -----------
Total $ (0.10) $ (0.27)
============ ===========
COMMON SHARES USED IN COMPUTING PER SHARE
AMOUNTS:
Basic 7,668,882 4,310,763
=========== ==========
Diluted 7,668,882 4,310,763
=========== ==========
The accompanying notes are an integral part of these consolidated statements.
Page 4 of 14 pages
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BYRON PREISS MULTIMEDIA COMPANY, INC. AND SUBSIDIARIES
------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
---------------------------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1998
-----------------------------------------
(unaudited)
-----------
Additional
Common Paid-in Accumulated
Stock Capital Deficit Total
----- ------- ------- -----
BALANCE,
December 31, 1997 $7,399 $14,618,221 $(14,007,779) $ 617,841
Purchase of High Text
Interactive, Inc. net assets 150 189,400 - 189,550
Purchase of OnRamp
School Productions 400 359,600 - 360,000
Net loss for the three
months ended March 31, 1998 - - (736,808) (736,808)
------ --------- ------------ ----------
BALANCE,
March 31, 1998 $7,949 $15,167,221 $(14,744,587) $ 430,583
====== =========== ============= =========
The accompanying notes are an integral part of these consolidated statements.
Page 5 of 14 pages
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BYRON PREISS MULTIMEDIA COMPANY, INC. AND SUBSIDIARIES
------------------------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
--------------------------------------------------
(Unaudited)
1998 1997
-------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $( 736,808) $(1,183,048)
Adjustments to reconcile net loss to net
cash provided by operating activities-
Depreciation and amortization 140,895 57,064
Amortization of prepublication costs
and rights purchased 441,674 323,176
Minority interest in loss of consolidated
subsidiary ( 15,227) -
Amortization of discount on convertible
debentures 4,723 -
Amortization of debt issuance costs 43,141 -
Changes in operating assets and liabilities
Accounts receivable ( 78,436) 1,324,115
Inventory ( 11,357) 32,566
Other current assets ( 21,652) ( 7,326)
Accounts payable and accrued expenses 127,923 ( 530,527)
Liabilities from discontinued operations ( 13,232) 150,000
Other current liabilities 336,633 135,407
Deferred income ( 242,086) 119,777
Other long-term liabilities ( 7,000) -
---------- -------
Net cash (used in) provided by
operating activities ( 30,809) 421,204
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash paid for acquisitions - ( 608,787)
Purchase of equipment and leasehold improv ( 22,271) ( 15,467)
Prepublication costs and rights purchased ( 477,327) ( 633,682)
----------- -----------
Net cash used in investing activities ( 499,598) (1,257,939)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from convertible debentures - 1,840,000
Repayment of debt ( 113,917) -
----------- ---------
Net cash (used in) provided by
financing activities ( 113,917) 1,840,000
---------- ----------
Net (decrease) increase in cash and
cash equivalents ( 644,324) 1,003,268
CASH AND CASH EQUIVALENTS, beginn. of period 1,193,246 1,381,998
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $ 548,922 $2,385,266
========== ==========
The accompanying notes are an integral part of these consolidated statements
Page 6 of 14 pages
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BYRON PREISS MULTIMEDIA COMPANY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
--------------------------------------------------
(continued) (unaudited)
- ----------- -----------
1998 1997
-------------------------
SUPPEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the year for-
Interest $ 37,156 $ 23,497
=========== ==========
Income taxes $ 8,845 $ 10,160
=========== ==========
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING
ACTIVITIES:
Debt issued for acquisition $ - $1,750,000
========== ==========
Stock issued for acquisitions $ 550,000 $ 400,000
========== ==========
The accompanying notes are an integral part of these consolidated statements
Page 7 of 14 pages
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BYRON PREISS MULTIMEDIA COMPANY, INC. AND SUBSIDIARIES
------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
MARCH 31,1998 AND 1997
----------------------
1. CONSOLIDATED FINANCIAL STATEMENTS
The balance sheet as of March 31, 1998 and the related statements of
operations, statement of changes in shareholders' equity and statements of
cash flows for the periods ended March 31, 1998 and 1997 have been prepared by
the Company, without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly
its financial position, results of operations and cash flows as of March 31,
1998 and 1997 have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
financial statements be read in conjunction with the December 31,1997 audited
financial statements and notes thereto. The results of operations for the
three months ended March 31,1998 are not necessarily indicative of the
operating results for the full year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POICIES
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owed subsidiaries, Dolphin, Inc., Multi Dimensional
Communications, Inc., New Media Schoolhouse, Inc., its majority- owned
subsidiary, Virtual Comics, Inc., Internet Education Group, Inc. and two
wholly-owned subsidiaries, Byron Preiss Multimedia Holding, Inc. and Bryon
Preiss Multimedia On-Line Services, Inc. (inactive). In March 1998, the
Company merged OnRamp School Productions, Inc. into Internet Education Group,
Inc. a wholly subsidiary. All significant intercompany accounts and
transactions have been eliminated in consolidation.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform to the current
year presentation.
NET LOSS PER SHARE
Effective December 31, 1997, the Company adopted SFAS No. 128 "Earnings Per
Share". In accordance with SFAS No. 128, net loss per common share amounts
("basic EPS") were computed by dividing net loss by the weighted average
number of common shares outstanding and contingently issuable shares (which
satisfy certain conditions) and excluded any potential dilution. Net loss per
common share amounts-assuming dilution ("diluted EPS") were computed by
reflecting potential dilution from the exercise of stock options and warrants.
SFAS No. 128 requires the presentation of both basic EPS and diluted EPS on
the face of the income statement. Net loss per share amounts
Page 8 of 14 pages
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for the same prior-year periods have been restated to conform with the
provisions of SFAS No. 128; however, the result of that restatement was not
material. Basic net loss per common share is computed by dividing the
Company's net loss by the weighted averagecommon shares outstanding for each
year presented. Dilutyed net loss per common share is equal to Basic net loss
per ;common share for each year presented as the effect of all outstanding
stock options and warrants outstanding was antidilutive.
COMPREHENSIVE INCOME
During the quarter ended March 31, 1998, the Company adopted SFAS No. 130.
"Reporting Comprehensive Income," which requires companies to report all
changes in equity during a period, except those resulting from investments by
owners, and distributions to owners for the period in which they are
recognized. Comprehensive income is the total of net income and all other
nonowner changes in equity (or other comprehensive income) such as unrealized
gains/losses on securities classified as available-for-sale, foreign currency
transaction adjustments and minimum pension liability adjustments.
Comprehensive and other comprehensive income must be reported on the face of
annual financial statemnts or in the case of interim reporting, in the
footnotes to the financial statements. For the quarters ended March 31, 1998
and 1997, the Company's operations did not give rise to material items
includible in comprehensive income which were not already included in net
income. Accordingly, the Company's comprehensive income is the same as its net
income for all periods presented.
3. DISCONTINUED OPERATIONS
In March 1998, the Company adopted a plan to discontinue operations dedicated
to the development, marketing and sale of entertainment software in the retail
market, which includes the sale of Virtual Comics, Inc. Management has
restructured the Company to specialize in the development and marketing of
educational software as well as the publishing of books and software for the
educational and consumer markets. This decision was made due to declining
revenues, high operating costs, and increased competition in the entertainment
software marketplace. As a result, the Company recorded a charge against
earnings at December 31, 1997 of approximately $4,700,000 and on March 31,
1998 an additional charge of $157,511. The Company plans to fully carry out
its plan to exit the entertainment software market during the remainder of
1998.
4. ACQUISITIONS
In February 1998, the Company acquired certain net assets of High Text
Interactive, Inc. for 150,000 common shares of the Company for a total
purchase price of $189,550.
In February 1998, the Company entered into a letter of intent with New Century
Education Corporation ("NCEC") whereby the Company will acquire all the issued
and outstanding stock for approximately $2,000,000 in cash, less any
outstanding debt of NCEC, and newly issued Preferred Stock of the Company with
a stated value of $9,375,000 and convertible into approximately $3,000,000 of
the Company's common stock.
Page 9 of 14 pages
<PAGE>
On March 5, 1998, the Company acquired OnRamp School Productions, Inc.
("OnRamp") for 400,000 common shares of the Company for a total purchse price
of $360,000. Subsequent to the purchase, OnRamp changed its name to the
Internet Education Group, Inc.
5. SEGMENT INFORMATION. Due to increased competition in the consumer
entertainment software market and increasing consumer demand for the Company's
book titles, the Company changed its strategy from a vertical approach of
selling entertainment CD-ROMs to placing more emphasis on its book publishing
operations, and effectively segmented its primary operations into educational
multimedia development and book publishing. Although certain of the published
book titles may eventually migrate into digital formats, operating information
of all book titles has been included in the book publishing segment detailed
below as such titles have not been specifically identified as of the close of
the first quarter.
The Company's educational multimedia operations are dedicated to the
development of products for use on digital mediums, including CD-ROMs, on-line
services and other electronic formats.
The book publishing operations are based on the creation of original material
using licensed trademarked characters and books using licensed properties.
In the table set forth below, information regarding operations for
each of the Company's industry segments as of March 31, 1998 is as follows:
Three months ending March 31, 1998 (000's omitted)
----------------------------------
Education
Multimedia Book
Development Publishing Consolidated
Net Revenues $ 1,361 $ 167 $ 1,528
========
Loss from operations - - ( 501)
Other income/(expense) (net) - - ( 78)
Loss from discontinued operations - - $( 158)
---------
Net loss $( 737)
=========
SEGMENT INFORMATION(continued)
Identifiable assets 6,495 1,215 $ 7,710
Corporate assets 95
$ 7,805
========
Depreciation and amortization of
equipment and leasehold
improvements $ 50 $ 6 $ 56
Capital expenditures $ 22 $ - $ 22
Page 10 of 14 pages
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations:
THREE MONTHS ENDED MARCH 31, 1998 AS COMPARED TO
------------------------------------------------
THREE MONTHS ENDED MARCH 31, 1997
---------------------------------
Net Revenues from Continuing Operations. Revenues from continuing
operations for the three months ended March 31, 1998 were $1,527,939, an
increase of $970,136 over the prior period of $557,803. The increase was
principally attributable to the inclusion of revenues of Dolphin, Inc., an
educational software developer, totalling $663,405, and revenues of our
recently acquired wholly owned subsidiaries, Multi Dimensional Communications,
Inc. and New Media Schoolhouse, Inc., which are publishers and distributors of
education titles, totalling approximately $262,000.
Cost of Revenues from Continuing Operations. Cost of revenues from continuing
operations increased to $983,625 for the first three months ended March 31,
1998 as compared to $335,611 for the comparable period a year ago. The dollar
increase is principally the result of inclusion of cost of revenues from
continuing operations of its subsidiaries including Dolphin, Inc., Multi
Dimensional Communications Inc. and New Media Schoolhouse, Inc. Cost of
revenues as a percentage of revenues from continuing operations increased
slightly to 64% as compared to 60% for the first three months a year ago. The
percentage increase is due to higher costs incurred in the first quarter ended
March 31, 1998 associated with book publishing as compared to the first
quarter of 1997.
Selling, General and Administrative Expenses from Continuing Operations.
Selling, General and Administrative expenses from continuing operations
increased by $233,009 to $1,045,490 for the first three months ended March 31,
1998 as compared to $812,481 for the prior comparable period a year ago. The
dollar increase for the first three months ended March 31, 1998 above the
first three months of 1997 can be principally attributable to inclusion of
selling, general and administrative expenses from continuing operations of the
newly acquired subsidiaries totalling approximately $364,049, slightly offset
by a reduction in the parent company's Selling, General and Administrative
expenses.
Interest Expense/Income. Net interest expense totalled $78,121 for the first
three months ended March 31, 1998 as compared to net interest income of
$23,466 for the same period a year ago. The increase in interest expense is
principally due to interest costs associated with the issuance of convertible
notes and debentures in late fiscal 1997 which currently total approximately
$3,611,000 as of March 31, 1998.
Liquidity and Capital Resources. The Company has approximately $1,588,254 of
cash and cash equivalents and accounts receivables as of March 31, 1998. The
Company's working capital deficit of approximately $2,247,374 at March 31,
1998, includes deferred income of $478,192, which management expects to be
earned this fiscal year.
Page 11 of 14 pages
<PAGE>
During the first quarter of 1998, $30,809 of cash was used in operating
activities compared to the prior year comparable quarter when $421,204 was
provided by operating activities. A significant reduction in net loss for the
current three month period was more than offset by net changes in operating
assets and liabilities.
Net cash used in investing activities was ($499,598) in the first quarter of
1998 as compared to ($1,257,936) in the comparable quarter a year ago. The
decrease in net cash used of $758,338 is due to a decrease in the purchase of
prepublication costs and rights in addition to the fact that no cash was used
for additional acquisitions as compared to $608,787 used for the purchase of
Dolphin Inc. in the prior first quarter ended March 31, 1997.
Net cash used in financing activities was $113,917, representing the partial
repayment of convertible notes, as compared to $1,840,000 provided by
financing activities in the first quarter ended March 31, 1997, which
represented the proceeds from the issuance of convertible debt.
In December 1997, the Company entered into a Securities Purchase Agreement,
whereby it may issue up to $2.8 million in convertible debentures subject to
certain conditions. Under this agreement, the Company issued in December 1997
$1.3 million of 6% convertible debentures due November 30, 1999 (the
"Bushinghall Note"). At this time, management of the Company believes that this
convertible debt will either be repaid from a new financing or be converted into
shares of common stock well before maturity. Management of the Company has taken
certain cost cutting actions, including the elimination of non-essential
personnel. At this time management continues to evaluate additional cost cutting
measures with tight control over all selling, general and administrative
expenses.
The Company continues to pursue various potential acquisitions. In order to
complete such acquisitions and to fund future operations of these acquisitions
as well as to fund the operations of existing operations the Company will be
required to raise additional capital. There can be no assurance that the
Company will be successful in raising such additional capital, that such
additional capital will be available on a timely basis or available on
commercially acceptable terms to the Company or without causing substantial
dilution to shareholders. The failure by the Company to currently raise
capital for each of the purposes discussed above is reasonably likely to
result in a material adverse effect to the business and operations of the
Company.
The Company is not current in its payments under certain notes issued in
connection with prior acquisitions of material subsidiaries and may be in
technical default under other notes. The Company is actively engaged in
attempting to raise funds in order to make any required payments under the
notes. There can be no assurance that the Company will be successful in raising
such funds, the failure of which will have an immediate material adverse effect
of the business and operations of the Company. Furthermore, there can be no
assurance that the Company will be able to pay the amount owed under said notes
in the event that the holders thereof demand payment of the amounts due pursuant
to the terms thereof.
Management believes that its liquid assets of cash, cash equivalents and
accounts receivable, the expected cash flows from its newly acquired
subsidiaries, the consolidation of administrative back-room facilities and
available outside sources of financing will provide enough funds necessary to
continue operating for the next twelve months.
FORWARD-LOOKING INFORMATION. Statements contained in this Form 10-QSB that
are not historical facts, including, but not limited to, statements found in
Page 12 of 14 pages
<PAGE>
this Management's Discussion and Analysis of Financial Condition and Results
of Operations, are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 that
involve a number of risks and uncertainties. The actual results of the future
events described in such forward-looking statements in this Form 10- QSB could
differ materially from those stated in such forward-looking statements. Among
the factors that could cause actual results to differ materially are: the
Company's ability to successfully develop, distribute and market titles,
increasingly intense competition in the interactive multimedia development and
book publishing industries and other risks detailed from time to time in the
Company's periodic earnings releases and reports filed with the Securities and
Exchange Commission, as well as the risks and uncertainties discussed in this
Form 10-QSB.
Item 6.
EXHIBITS & REPORTS ON FORM 8-K
------------------------------
a. Exhibits
The following Exhibit is hereby filed as part of this Quarterly
Report on form 10QSB:
Exhibit No. Description
----------- -----------
27.1 Financial Data Schedule
b. Reports on Form 8-K None
Page 13 of 14 pages
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
BYRON PREISS MULTIMEDIA COMPANY, INC.
Date: May 15, 1998 By: /s/ Byron Preiss
- ----- ------------ ------------------------
Chief Executive Officer,
President and Executive
Officer
Date: May 15, 1998 By: /s/ James R. Dellomo
- ----- ------------ ------------------------
Chief Financial Officer
Page 14 of 14 pages
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the Company's
Consolidated Balance Sheet and Consolidated Statement of Operations and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 548,922
<SECURITIES> 0
<RECEIVABLES> 1,039,332
<ALLOWANCES> 0
<INVENTORY> 198,313
<CURRENT-ASSETS> 1,952,949
<PP&E> 1,889,685
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,804,590
<CURRENT-LIABILITIES> 4,200,323
<BONDS> 0
0
0
<COMMON> 7,949
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,804,590
<SALES> 1,527,939
<TOTAL-REVENUES> 1,527,939
<CGS> 983,625
<TOTAL-COSTS> 1,045,490
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 78,121
<INCOME-PRETAX> ( 579,297)
<INCOME-TAX> 0
<INCOME-CONTINUING> ( 579,297)
<DISCONTINUED> ( 157,511)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> ( 736,808)
<EPS-PRIMARY> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
