SMITH MIDLAND CORP
10QSB, 1998-05-19
CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


            Quarterly Report Filed Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



For the quarter year ended                               Commission File Number
     March  31, 1998                                             1-13752



                            SMITH-MIDLAND CORPORATION
                             (Name of Small Business
                       Issuer As Specified In Its Charter)



           Delaware                                             54-1727060
(State or Other Jurisdiction of                             (I.R.S. Employer
 Incorporation or Organization)                          Identification Number)

                 Route 28, P.O. Box 300, Midland, Virginia 22728
               (Address of Principal Executive Offices, Zip Code)

                                 (540) 439-3266
                (Issuer's Telephone Number, Including Area Code)



         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                  Yes   X            No
                     -------           -------


         As of May 15, 1998,  the Company had  outstanding  3,044,798  shares of
Common Stock, $.01 par value per share.



<PAGE>


                            SMITH-MIDLAND CORPORATION
                                      INDEX

PART I.  FINANCIAL INFORMATION                                       PAGE NUMBER
                                                                     -----------
         Item 1.  Financial Statements

                     Consolidated Balance Sheets;                           1
                     March 31, 1998 (Unaudited);
                     and December 31, 1997 (Unaudited)

                     Consolidated Statements of Operations                  2
                     (Unaudited); Three months ended
                     March 31, 1998  and 1997

                     Consolidated Statements of Cash Flows                  3
                     (Unaudited); Three months ended
                     March 31, 1998 and 1997

                     Notes to Consolidated Financial Statements (Unaudited) 4

         Item 2. Management's Discussion and Analysis of Financial          7
                  Condition and Results of Operations

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings                                         11

         Item 2.  Changes in Securities                                     11

         Item 3.  Defaults Upon Senior Securities                           11

         Item 4.  Submission of Matters to a Vote of Security Holders       11

         Item 5. Other Information                                          11

         Item 6.  Exhibits and Reports on Form 8-K                          11

         Signatures                                                         12


<PAGE>
<TABLE>

                                         PART I - Financial Information
Item 1.  Financial Statements

                                   SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                                          Consolidated Balance Sheets
                                                  (Unaudited)
<CAPTION>
<S> <C>
                                                                                   March 31,          December 31,
         Assets                                                                      1998                1997
Current assets:                                                                  -----------         -----------
   Cash and cash equivalents                                                     $   353,448         $   288,310
                                                                                 -----------         -----------
   Accounts receivable:
     Trade - billed, less allowances for doubtful accounts of
       $241,804 and $200,465                                                       2,974,606           3,254,993
     Trade - unbilled                                                                729,717             410,158
   Inventories:
     Raw materials                                                                   480,583             486,583
     Finished goods                                                                1,233,115             942,427
   Prepaid expenses and other assets                                                 178,148              69,801
                                                                                 -----------         -----------
        Total current assets                                                       5,949,617           5,452,272
                                                                                 -----------         -----------
Property and equipment, net                                                        1,527,280           1,531,062
                                                                                 -----------         -----------

Other assets:
   Cash - restricted                                                                 196,977             196,977
   Note receivable, officer                                                          632,472             632,472
   Other                                                                              75,741              79,443
                                                                                 -----------         -----------
         Total other assets                                                          905,190             908,892
                                                                                 -----------         -----------
       Total Assets                                                              $ 8,382,087         $ 7,892,226
                                                                                 ===========         ===========

         Liabilities and Stockholders' Equity
Current liabilities:
   Current maturities of notes payable                                            $2,330,091          $2,199,228
   Accounts payable -- trade                                                       2,272,003           1,744,127
   Accrued expenses and other liabilities                                            554,125             570,693
   Customer deposits                                                                 491,773             450,474
                                                                                 -----------         -----------
     Total current liabilities                                                     5,647,992           4,964,522
Notes payable -- less current maturities                                             506,094             759,440
Notes payable -- related parties                                                     112,415             115,598
                                                                                 -----------         -----------
     Total Liabilities                                                             6,266,501           5,839,560
                                                                                 -----------         -----------
Stockholders' equity:
   Preferred stock, $.01 par value, authorized 1,000,000 shares,
     none outstanding                                                                 --                  --
   Common stock, $.01 par value, authorized 8,000,000 shares,
     issued and outstanding 3,044,798 and 3,044,798                                   30,857              30,857
   Additional capital                                                              3,450,085           3,450,085
   Treasury Stock                                                                   (102,300)           (102,300)
   Retained earnings (deficit)                                                    (1,263,056)         (1,325,976)
                                                                                 -----------         -----------
     Total Stockholders' Equity                                                    2,115,586           2,052,666
                                                                                 -----------         -----------
       Total Liabilities and Stockholders'  Equity                               $ 8,382,087         $ 7,892,226
                                                                                 ===========         ===========


               The accompanying notes are an integral part of these consolidated financial statements.

                                                        1
<PAGE>


                                    SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                                        Consolidated Statements of Operations
                                                     (Unaudited)
<CAPTION>

                                                                                     Three Months Ended
                                                                                           March 31,
                                                                                  1998                   1997
                                                                              -----------            -----------

Revenue                                                                       $ 3,026,660            $ 2,080,790

Cost of goods sold                                                              2,215,063              1,553,538
                                                                              -----------            -----------

Gross profit                                                                      811,597                527,252
                                                                              -----------            -----------

Operating expenses:
     General and administrative expenses                                          567,811                476,678
     Selling expenses                                                             149,416                175,566
                                                                              -----------            -----------

     Total operating expenses                                                     717,227                652,244
                                                                              -----------            -----------

Operating income (loss)                                                            94,370               (124,992)
                                                                              -----------            -----------

Other income (expense):
     Royalties                                                                     38,451                 35,639
     Interest expense                                                             (94,057)              (104,014)
     Interest income                                                               11,173                  1,642
     Other                                                                         12,983                 30,450
                                                                              -----------            -----------

         Total other income (expense)                                             (31,450)               (36,283)

Income (loss) before income taxes                                                  62,920               (161,275)
Income tax expense (benefit)                                                         --                     --
                                                                              -----------            -----------

         Net income (loss)                                                    $    62,920            $  (161,275)
                                                                              ===========            ===========

Net income (loss) per share                                                   $       .02            $      (.05)
                                                                              ===========            ===========

Weighted average common shares outstanding                                      3,044,798              3,044,798
                                                                              ===========            ===========


             The accompanying notes are an integral part of these consolidated financial statements.

                                                        2
<PAGE>



                                   SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                                     Consolidated Statements of Cash Flows
                                                  (Unaudited)
<CAPTION>

                                                                                       Three Months Ended
                                                                                            March 31,
                                                                                     1998               1997
                                                                                 -----------         -----------
Cash flows from operating activities:
     Cash received from customers                                                $ 3,067,238         $ 2,731,673
     Cash paid to suppliers and employees                                         (2,730,270)         (2,320,931)
     Interest paid                                                                   (94,057)           (104,014)
 Other                                                                                24,156              32,092
                                                                                 -----------         -----------
       Net cash provided (absorbed) by operating activities                          267,067             338,820
                                                                                 -----------         -----------
Cash flows from investing activities:
     Purchases of property and equipment                                             (76,263)           (206,451)
     (Increase) decrease in officer note receivable                                     --                 1,000
                                                                                 -----------         -----------
       Net cash absorbed by investing activities                                     (76,263)           (205,451)
                                                                                 -----------         -----------

Cash flows from financing activities:
     Proceeds from bank borrowings                                                      --                  --
     Repayments of bank borrowings                                                  (125,666)           (174,496)
       Net cash provided (absorbed) by financing activities                         (125,666)           (174,496)
                                                                                 -----------         -----------

Net increase (decrease) in cash and cash equivalents                                  65,138             (41,127)

Cash and cash equivalents at beginning of period                                     288,310             438,079
                                                                                 -----------         -----------

Cash and cash equivalents at end of period                                       $   353,448         $   396,952
                                                                                 ===========         ===========

Reconciliation of net income (loss) to net cash provided
  (absorbed) by operating activities:

Net income (loss)                                                                $    62,920         $  (161,275)
Adjustments to reconcile net income (loss) to net cash
     provided  (absorbed) by operating activities:
       Depreciation and amortization                                                  80,045             120,446
       Decrease (increase) in other assets                                             3,702              12,201
       Decrease (increase) in:
         Accounts receivable - billed                                                280,387            (567,077)
         Accounts receivable - unbilled                                             (319,559)             78,476
         Inventories                                                                (284,688)           (388,095)
         Prepaid expenses and other assets                                          (108,347)             41,359
       Increase (decrease) in:
         Accounts payable - trade                                                    527,876              26,240
         Accrued expenses and other liabilities                                      (16,568)             72,700
         Customer deposits                                                            41,299             (30,309)
                                                                                 -----------         -----------
Net cash provided (absorbed) by operating activities                             $   267,067         $   338,820
                                                                                 ===========         ===========


             The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                                        3
<PAGE>

                   SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

                                 March 31, 1998

Basis of Presentation

     As permitted by the rules of the  Securities and Exchange  Commission  (the
"Commission")  applicable to quarterly  reports on Form 10-QSB,  these notes are
condensed  and do not contain all  disclosures  required by  generally  accepted
accounting  principles.  Reference should be made to the consolidated  financial
statements and related notes included in the Smith-Midland  Corporation's Annual
Report on Form 10-KSB, for the year ended December 31, 1997.

     In the opinion of management of Smith-Midland  Corporation (the "Company"),
the accompanying  financial  statements  reflect all adjustments which were of a
normal  recurring  nature  necessary  for a fair  presentation  of the Company's
results of operations for the three-month periods ended March 31, 1998 and 1997.

     The results disclosed in the consolidated  statements of operations are not
necessarily indicative of the results to be expected for any future periods.

Principles of Consolidation

     The Company's  accompanying  consolidated  financial statements include the
accounts of  Smith-Midland  Corporation,  a Delaware  corporation and its wholly
owned subsidiaries:  Smith-Midland Corporation, a Virginia corporation; Easi-Set
Industries,  Inc., a Virginia corporation;  Smith-Carolina  Corporation, a North
Carolina corporation; Concrete Safety Systems, Inc., a Virginia corporation; and
Midland  Advertising & Design,  Inc., a Virginia  corporation.  All  significant
inter-company accounts and transactions have been eliminated in consolidation.

Reclassifications

       Certain reclassifications have been made to the prior years' consolidated
financial statements to conform to the 1998 presentation.

Inventories

     Inventories are stated at the lower of cost, using the first-in,  first-out
(FIFO) method, or market.

                                       4
<PAGE>


Property and Equipment

     Property and equipment, net is stated at depreciated cost. Expenditures for
ordinary  maintenance  and repairs are charged to income as  incurred.  Costs of
betterments,  renewals,  and major  replacements  are  capitalized.  At the time
properties are retired or otherwise  disposed of, the related cost and allowance
for  depreciation  are  eliminated  from  the  accounts  and any gain or loss on
disposition is reflected in income.

Depreciation  is computed  using the  straight-line  method  over the  following
estimated useful lives:

                                                                 Years
                                                                 -----

       Buildings...............................................  10-33
       Trucks and automotive equipment.........................   3-10
       Shop machinery and equipment............................   3-10
       Land improvements.......................................  10-30
       Office equipment........................................   3-10

Income Taxes

     The  provision  for  income  taxes  is based on  earnings  reported  in the
financial statements.  A deferred income tax asset or liability is determined by
applying  currently  enacted tax laws and rates to the expected  reversal of the
cumulative  temporary  differences  between  the  carrying  value of assets  and
liabilities for financial statement and income tax purposes. Deferred income tax
expense is measured by the change in the deferred  income tax asset or liability
during the year.

     Effective  January 1, 1993, the Company  adopted SFAS 109  "Accounting  for
Income  Taxes." The  adoption of SFAS 109 did not have a material  effect on the
consolidated  financial  statements  as the  deferred  tax asset  related to the
Company's net operating loss carry forward has been reserved in its entirety. No
provision for income taxes has been made for the three-month periods ended March
31, 1998 and 1997,  as the Company  does not expect to incur  income tax expense
for fiscal year 1998 and did not incur income tax expense in fiscal year 1997.

Revenue Recognition

     The  Company  primarily  recognizes  revenue  on the  sale of its  standard
precast concrete  products at shipment date,  including revenue derived from any
projects to be completed under short-term  contracts.  Installation services for
precast  concrete  products,  leasing and royalties are recognized as revenue as
they are earned on an accrual basis.  Licensing  fees are  recognized  under the
accrual  method  unless  collectibility  is in doubt,  in which event revenue is
recognized as cash is received.  Certain sales of sound wall and Slenderwall(TM)
concrete products are recognized upon completion of production and customer site
inspections. Provisions for estimated losses on contracts are made in the period
in which such losses are determined.

                                       5
<PAGE>

                   SMITH-MIDLAND CORPORATION AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                   (Unaudited)


Estimates

     The preparation of these financial  statements  requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses. Actual results could differ from those estimates.

Net Income (Loss) Per Share

     Net Income (loss) per share is calculated based on net income and the
weighted average number of shares of common stock outstanding during the period.

Common Stock Offering

     In December 1995, the Company  completed an initial public offering ("IPO")
of  1,000,000  shares of common  stock,  $.01 par value per share  (the  "Common
Stock"),   and  1,000,000   Redeemable   Common  Stock  Purchase  Warrants  (the
"Warrants"),  at a purchase price of $3.60 per share of Common Stock and Warrant
sold together.  The Company  realized net proceeds from the IPO of approximately
$2,618,000.  In January  1996,  the Company  completed  an  overallotment  of an
additional  150,000 shares of Common Stock and 150,000 Warrants for net proceeds
of approximately $396,000.


                                       6
<PAGE>

Item 2.    Management's Discussion and Analysis of Financial Condition
                             and Results of Operations

General

     The  Company  generates  revenues   primarily  from  the  sale,   shipping,
licensing,  leasing  and  installation  of  precast  concrete  products  for the
construction,  utility and farming industries.  The Company's operating strategy
has  involved   producing   innovative  and  proprietary   products,   including
Slenderwall(TM),  a patent-pending,  lightweight,  energy efficient concrete and
steel  exterior  wall  panel for use in  building  construction;  J-J  Hooks(TM)
Highway Safety Barrier, a patented,  positive-connected  highway safety barrier;
Sierra Wall, a sound  barrier  primarily  for  roadside  use; and  transportable
concrete  buildings.  In addition,  the Company  produces  utility vaults,  farm
products  such as  cattleguards,  and water and feed  troughs,  and custom order
precast concrete products with various architectural surfaces.

     This Form 10-QSB contains  forward-looking  statements  which involve risks
and  uncertainties.  The Company's actual results may differ  significantly from
the results discussed in the forward-looking  statements and the results for the
three months ended March 31, 1998 are not necessarily  indicative of the results
for the Company's operations for the year ending December 31, 1998. Factors that
might cause such a difference  include,  but are not limited to, product demand,
the impact of competitive products and pricing,  capacity and supply constraints
or  difficulties,  general business and economic  conditions,  the effect of the
Companies  accounting  policies and other risks detailed in the Company's Annual
Report,  Form  10-KSB  and  other  filings  with  the  Securities  and  Exchange
Commission.


Results of Operations

     Three months ended March 31, 1998  compared to the three months ended March
31, 1997

     For the three months ended March 31, 1998, the Company had total revenue of
$3,026,660  compared to total revenue of  $2,080,790  for the three months ended
March 31,  1997,  an  increase  of $945,870  or 45%.  Total  product  sales were
$2,567,972  for the three months ended March 31, 1998 compared to $1,787,333 for
the same period in 1997,  an increase of $780,639 or 44%. The increase  resulted
from  management's  determined  effort to keep the sales backlog at a level that
will insure consistent factory utilization and profitability. This effort
coupled, with a strong economy, has resulted in a good first quarter  revenue
result for the Company. Shipping and installation revenue was $458,688 for the
three months ended March 31, 1998 and  $293,457  for the same period in 1997, an
increase of $165,231, or 56%.  The  increase is  attributable  to the  increase
in 1998 sales volume over 1997.

                                       7
<PAGE>


     Total  cost of goods sold for the three  months  ended  March 31,  1998 was
$2,215,063,  an increase of $661,525 or 42% from $1,553,538 for the three months
ended  March 31,  1997.  The  increase  was  primarily  the result of  increased
revenue.  Total cost of goods sold, as a percentage of total revenue,  decreased
to 73% for the three months ended March 31, 1998,  from 75% for the three months
ended March 31, 1997  primarily  due to the  economies  caused by the  increased
volume.

     For the three  months  ended  March 31,  1998,  the  Company's  general and
administrative  expenses  increased $91,133 to $567,811 from $476,678 during the
same period in 1997.  The increase was  attributed to three  different  factors.
Approximately  $35,000 is  attributed  to the growth of Easi-Set  the
Company's, licensing  subsidiary  which already  licenses  many of the company's
patented products   world   wide  and  is  working   toward   licensing   the
Company's Slenderwall(TM)  product.  The  second  factor is an  accrual  of
approximately $35,000 to  recognize  the  potential  liability  of a use tax
issue raised as a result of a routine  Virginia State sales and use tax audit
which the Company is contesting and is in the processes of an appeal with the
state of Virginia,  and hopes to have resolution of the matter by the end of the
third quarter 1998. The balance of this increase is attributed  primarily to
increase in personnel wages and costs related to the increases in general
support of operations.

     Selling  expenses  for the three  months  ended  March 31,  1998  decreased
($26,150)  to $149,416  from  $175,566 for the three months ended March 31, 1997
resulting from better management of sales and marketing  expenses and a decrease
in that department's wage expense..

     The  Company's  operating  income for the three months ended March 31, 1998
was $94,370,  compared to an operating  loss of ($124,992)  for the three months
ended March 31, 1997,  an increase of $219,362.  The improved  operating  income
resulted  primarily from a 54% increase in gross profit,  offset somewhat,  by a
10% increase in operating expenses.

     Royalty income  totaled  $38,451 for the three months ended March 31, 1998,
compared to $35,639 for the same three  months in 1997.  The increase of $2,812,
or 8%, was due to a higher volume of product sales by licensees.

       Interest  expense was $94,057 for the three  months ended March 31, 1998,
compared to $104,014 for the three months ended March 31, 1997.  The decrease of
($9,957), or 10%, was primarily due to an improved overall rate of interest paid
on outstanding debt and the retirement of debt.

     Net income was $62,920 for the three months ended March 31, 1998,  compared
to a loss of  ($161,275)  for the same period in 1997.  Net income per share for
the  current  three  month  period was $.02  compared to a net loss per share of
($.05) for the three months ended March 31, 1997.




                                       8
<PAGE>


     Liquidity and Capital Resources

     The Company has financed its capital expenditures,  operating  requirements
and growth to date  primarily  with  proceeds from its initial  public  offering
("IPO") and subsequent  over-allotment,  bank and other borrowings, and the sale
of stock to and loans from its principal stockholders.

     The Company had  $2,948,600  of  indebtedness  at March 31, 1998,  of which
$2,330,091  is  scheduled  to mature  within  twelve  months.  Included  in the
indebtedness were two notes totaling approximately $1,528,580, secured by assets
of the Company,  that matured in July 1997 and were not paid by the Company. For
one,  the company has agreed in  principle  with the Trustee of the Myers' Trust
debt of which $597,580,  was outstanding as of March 31, 1998, to extend the due
date to June 26,  1998.  The company has also  received an  extension to July 8,
1998 from Riggs Bank for a note payable,  of which $931,000,  was outstanding as
of March 31, 1998. The Company currently has a letter of commitment,  contingent
upon approval of the U.S.  Department of Agriculture Rural  Business-Cooperative
Service's loan guarantee,  from a bank for the placement of a 23 year commercial
mortgage and  equipment  loan,  the  proceeds of which will be used in part,  to
repay the company's  existing debt to Myers' Trust and Riggs Bank. The letter of
commitment also includes a line-of-credit and a mortgage for plant expansion and
new  equipment  financing.  However,  no assurance can be given that the Company
will  be   successful  in  its  efforts  to  extend  or  refinance  its  current
indebtedness,  or that if it is successful in those efforts, that such extension
or refinancing will be on terms favorable to the Company.  In the event that the
Company was not able to extend or refinance the indebtedness, the Company may be
subject to having its assets foreclosed upon by certain lenders.

     As a result of the  Company's  substantial  debt  burden,  the  Company  is
especially  sensitive to changes in the prevailing interest rates.  Fluctuations
in such interest rates may materially and adversely affect the Company's ability
to finance its operations either by increasing the Company's cost to service its
current  debt,  or by creating a more  burdensome  refinancing  environment,  if
interest rates should increase.

     Other Comments

     The Company  has formed a team to address  the affect of the year 2000  on
the Company's data processing  systems and operations.  The Company expects that
the  costs  incurred  in the  preparation  for the  year  2000  will  not have a
significant  impact on the  Company's  cash flow or results of  operations.  The
Company is  currently  planning  to send  questionnaires  to its  suppliers  and
customers to ensure that they are taking steps to be year 2000 compliant.

                                       9
<PAGE>



     The Company performs a portion of its concrete pouring and curing processes
on uncovered,  outdoor  manufacturing  areas.  During the winter months, cold or
adverse  weather  causes a slowdown or  cessation  of these  outdoor  production
activities, thereby reducing the Company's production capacity. In addition, the
Company  services  the  construction  industry  primarily in areas of the United
States where  construction  activity is inhibited by adverse  weather during the
winter. As a result, the Company traditionally experiences reduced revenues from
December  through March and realizes the substantial part of its revenues during
the other months of the year. The Company  typically  experiences lower profits,
or losses, during the winter months, and must have sufficient working capital to
fund its  operations  at a reduced  level until the  springconstruction  season.
However,  as of the date of this filing,  the Company's backlog is approximately
$4.7 million,  of which $1.5 million  represents  firm contracts for
Slenderwall(Tm) and  architectural  pre-cast  concrete  products.  The  majority
of the projects relating to this backlog are contracted to be constructed in
1998.

     Management believes that the Company's  operations have not been materially
affected by inflation.



                                       10
<PAGE>

                           PART II - Other Information


Item 1.  Legal Proceedings.  None


Item 2.  Changes in Securities.  None.


Item 3.  Defaults Upon Senior Securities.  None


Item 4.  Submission of Matters to a Vote of Security Holders.   None


Item 5.  Other Information.  None.


Item 6.  Exhibits and Reports on Form 8-K.

             A. The following Exhibits are filed herewith:

                Exhibit No.                      Title
                -----------                      -----

                    27                   Financial Data Schedule

             B. Report on Form 8-K. None.



                                       11

<PAGE>


                                   SIGNATURES


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                           SMITH-MIDLAND CORPORATION




Date: May 18, 1998                         By: /s/ Rodney I. Smith
                                           -----------------------
                                           Rodney I. Smith
                                           Chairman of the Board,
                                           Chief Executive Officer and President
                                           (principal executive officer)


Date: May 18, 1998                         By: /s/ Robert V. McElhinney
                                           ----------------------------
                                           Robert V. McElhinney
                                           Vice President of Finance,
                                           Chief Financial Officer
                                           (principal financial officer)


                                       12

<TABLE> <S> <C>

<ARTICLE>                     5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                                             DEC-31-1998
<PERIOD-END>                                                  MAR-31-1998
<CASH>                                                        353,448
<SECURITIES>                                                  0
<RECEIVABLES>                                                 3,704,323
<ALLOWANCES>                                                  247,804
<INVENTORY>                                                   1,713,698
<CURRENT-ASSETS>                                              5,949,617
<PP&E>                                                        1,527,280
<DEPRECIATION>                                                80,045
<TOTAL-ASSETS>                                                8,382,087
<CURRENT-LIABILITIES>                                         5,647,992
<BONDS>                                                       0
                                         0
                                                   0
<COMMON>                                                      30,857
<OTHER-SE>                                                    2,084,729
<TOTAL-LIABILITY-AND-EQUITY>                                  8,382,087
<SALES>                                                       3,026,660
<TOTAL-REVENUES>                                              3,089,267
<CGS>                                                         2,215,063
<TOTAL-COSTS>                                                 2,932,290
<OTHER-EXPENSES>                                              0
<LOSS-PROVISION>                                              0
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