<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: November 1, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period __________________________to__________________________
Commission File Number: 0-25002
WHAT A WORLD!, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 59-3200879
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
P.O. Box 20125
Tampa, Florida 33622
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number: (813) 577-9366
N/A
- --------------------------------------------------------------------------------
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report)
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: At December 16, 1997, there
were 2,118,125 shares outstanding of common stock, $.01 par value per share.
Transitional Small Business Disclosure Format (check one): [ ] Yes [ X ] No
<PAGE> 2
WHAT A WORLD!, INC.
INDEX
<TABLE>
<CAPTION>
PAGE
-------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited):
Condensed Balance Sheets - February 1, 1997 and November 1, 1997 -------------------------------- 3
Condensed Statements of Operations for the Thirteen Weeks Ended
November 2, 1996 and November 1, 1997 and the Thirty Nine Weeks Ended
November 2, 1996 and November 1, 1997 ---------------------------------------------------------- 4
Condensed Statements of Cash Flows for the Thirty Nine Weeks Ended
November 2, 1996 and November 1, 1997 ---------------------------------------------------------- 5
Notes to Condensed Financial Statements---------------------------------------------------------- 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations--------------------------------------------------------------- 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K-------------------------------------------------------- 11
SIGNATURES --------------------------------------------------------------------------------------- 12
</TABLE>
2
<PAGE> 3
WHAT A WORLD!, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
February 1, November 1,
ASSETS 1997 1997
------ ----------- -----------
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $1,294,189 $ 62,302
Certificate of deposit 100,000 100,000
Inventories 1,207,015 0
Prepaid expenses and other current assets 95,567 4,186
---------- ----------
Total current assets 2,696,771 166,488
PROPERTY AND EQUIPMENT, net 973,848 2,875
OTHER ASSETS 27,806 0
---------- ----------
Total assets $3,698,425 $ 169,363
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $1,644,387 49,500
Current maturities of capital lease obligations 68,156 1,482
---------- ----------
Total current liabilities 1,712,543 50,982
DEFERRED RENT 731,652 0
CAPITAL LEASE OBLIGATIONS 91,630 2,242
STOCKHOLDERS' EQUITY:
Common stock 21,181 21,181
Additional paid-in capital 4,538,782 4,538,782
Accumulated deficit (3,397,363) (4,443,824)
---------- ----------
Total stockholders' equity 1,162,600 116,139
---------- ----------
Total liabilities and stockholders' equity $3,698,425 $ 169,363
========== ==========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
3
<PAGE> 4
WHAT A WORLD!, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
November 2, November 1, November 2, November 1,
1996 1997 1996 1997
------------ ------------ ----------- -----------
<S> <C> <C> <C> <C>
NET SALES 1,274,978 $ 0 $3,796,111 1,640,151
COST OF SALES 678,655 0 1,988,294 931,798
----------- --------- ---------- ----------
GROSS PROFIT 596,323 0 1,807,817 708,353
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 1,066,314 46,618 3,133,640 1,370,656
----------- --------- ---------- ----------
LOSS FROM OPERATIONS (469,991) (46,618) (1,325,823) (662,303)
LOSS FROM DISCONTINUED OPERATIONS
-0- -0- -0- (393,741)
INTEREST AND OTHER INCOME 5,680 2,079 28,731 19,769
INTEREST EXPENSE (9,422) (30) (22,652) (10,186)
----------- --------- ---------- ----------
(3,742) 2,049 6,079 9,583
----------- --------- ---------- ----------
NET LOSS $ (473,733) $ (44,569) $ (1,319,744) $ (1,046,461)
========== ========= ============ ============
NET LOSS PER WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARE $ (.22) $ (.02) $ (.62) $ (.49)
========== ========= ============ ============
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 2,118,125 2,118,125 2,118,125 2,118,125
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
WHAT A WORLD!, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
39 Weeks Ended
November 2, November 1,
1996 1997
-------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $(1,319,744) $(1,046,461)
Adjustments to reconcile net loss to net cash and cash equivalents
used in operating activities-
Depreciation and amortization 256,032 970,973
Loss on Sale of Equipment 4,114 -0-
Changes in operating assets and liabilities-
Decrease in construction allowance receivable 267,000 -0-
Decrease (increase) in inventories (1,213,140) 1,207,015
Decrease in prepaid expenses and other current assets 14,761 91,381
Decrease (increase) in other assets (8,192) 27,806
Increase (decrease) in accounts payable and accrued expenses 618,705 (1,594,887)
Increase (decrease) in deferred rent 83,081 (731,652)
----------- -----------
Net cash and cash equivalents (used) in operating activities (1,297,383) (1,075,825)
INVESTING ACTIVITIES:
Purchases of property and equipment (141,467) -0-
Proceeds from Sale of Equipment 15,900 -0-
----------- -----------
Net cash and cash equivalents used in investing activities
(125,567) -0-
FINANCING ACTIVITIES:
Proceeds from notes payable to stockholders 300,000 -0-
Payments made on capital lease obligations (48,533) (156,062)
----------- -----------
Net cash and cash equivalents used in financing activities 251,467 (156,062)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,171,483) (1,231,887)
CASH AND CASH EQUIVALENTS, beginning of period 1,386,998 1,294,189
----------- -----------
CASH AND CASH EQUIVALENTS, end of period $ 215,515 $ 62,302
=========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 19,652 $ 6,967
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
WHAT A WORLD!, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
November 1, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
The accompanying unaudited condensed interim financial statements of What A
World!, Inc. (the "Company") have been prepared in accordance with the
instructions to Form 10-QSB and do not include all of the information and notes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. These financial statements should be read in conjunction with
the financial statements and notes thereto for the year ended February 1, 1997,
which are included in the Company's Annual Report on Form 10-KSB filed on May
16, 1997.
Fiscal Year
The Company's Fiscal Year ends on the Saturday closest to January 31.
Net Loss per Weighted Average Common and Common Equivalent Share
Net loss per weighted average common and common equivalent share is computed by
dividing net loss by the weighted average number of shares of common stock
outstanding and dilutive common equivalent shares from stock options and
warrants using the treasury stock method.
2. 1994 STOCK OPTION PLAN:
Following the approval by the Board of Directors and Stockholders, effective
May 21,1996, the 1994 Stock Option Plan (Stock Option Plan) was amended to add
300,000 shares to the previously authorized 260,000 shares that were subject to
options under the Stock Option Plan. The amendment resulted in a total of
560,000 shares of common stock available to grant under the Stock Option Plan.
As of November 1, 1997, 520,000 options were outstanding under the Stock Option
Plan.
6
<PAGE> 7
3. DISCONTINUED OPERATIONS:
In February 1997, the Company's Board of Directors approved the sale of
substantially all the Company's operating assets and to discontinue the
Company's retail business.
The Company operated its chain of mall-based specialty gift retail stores until
March 10, 1997. On March 7, 1997 the Company and Natural Wonders, Inc. (the
"Buyer") entered into an Asset Purchase Agreement ("Sale Agreement") pursuant
to which the Company agreed, subject to stockholder approval, to transfer to
the Buyer substantially all of its operating assets (including specified
inventories, fixed assets and tangible personal property, intangible personal
property and contract rights and store leases) in consideration for the payment
by buyer of approximately $500,000 in cash, subject to certain adjustments, and
the assumption by the buyer of certain liabilities (including the Company's
store leases) (the "Sale"). In addition, in order to immediately implement the
benefits of the Sale Agreement (and to reduce operating losses which were
continuing to be incurred by the Company), the Company and the Buyer entered
into an agreement, effective March 10, 1997 through the closing of the Sale
Agreement, pursuant to which the Buyer began to operate the Company's specialty
retail gift business. The Buyer agreed to fund certain costs, expenses and
liabilities associated with the operation of the Company during the term of
such agreement. On May 22, 1997 the stockholders approved the Sale transaction
and the Sale was completed.
The net losses of these operations related to the Sale for the period from
March 10, 1997 through May 2, 1997 are included in the consolidated statement
of income under "Discontinued Operations". The provision for the loss
reflected in the consolidated statement of income includes the write-down of
the assets of the retail operation to the net realizable values and the cost of
disposing these operations. In addition, in the second quarter of fiscal 1997,
the Company revalued its estimate of a majority of its accounts payable and
capital lease obligation balances and reduced the entire balances by $279,670
to reflect the realizable value of the total debt based on the Company's
negotiation of debt concessions from its vendors and a lessor, which resulted
in a gain on discontinued operations for the second quarter of fiscal 1997 of
$279,670 and reduced the year-to-date loss on discontinued operations to
$(393,741) from $(673,411) for the thirteen weeks ended May 2, 1997. There was
no additional activity regarding discontinued operations for the third quarter
of fiscal 1997.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
On May 22, 1997, at a special meeting of the Company's stockholders to vote
upon the sale of substantially all the operating assets of the Company (the
"Sale") to Natural Wonders, Inc. (the "Buyer"), the Sale was approved by more
than a majority of the outstanding shares and the closing of the Sale took
place on the same day. Under the terms of the sale, the Buyer paid the Company
$500,000, subject to certain adjustments, in return for substantially all the
operating assets of the Company and the Buyer assumed certain liabilities of
the Company, including liabilities relating to all the store leases. For
accounting purposes, during the thirteen weeks ended May 2, 1997 (the "First
Quarter of Fiscal 1997"), the Company recognized $517,795 in cash and wrote
down inventory by $1,009,000, fixed assets by $853,348, store supplies (other
current assets) by $47,516, and organizational costs (other assets) by $12,994.
The Company also reversed the $731,652 of deferred rent liability that relates
to the leases that were assigned. The Sale resulted in a loss from
discontinued operations of $673,411. Subsequently, during the thirteen weeks
ended August 2, 1997 (the "Second Quarter of Fiscal 1997"), the Company
recorded a change in the estimate of its accounts payable balance to better
reflect the realizable value related to discontinued operations as a result of
the Company's having negotiated debt concessions with substantially all of its
vendors and a lessor, resulting in a gain on discontinued operations for the
Second Quarter of Fiscal 1997 of $279,670. The gain on discontinued
operations for the Second Quarter of Fiscal 1997 was a one time, non-recurring
revaluation and similar results and adjustments can not be expected to recur.
The total loss on discontinued operations for the Twenty Six Weeks ended August
2, 1997 is $393,741. There was no additional activity regarding discontinued
operations for the third quarter of fiscal 1997.
The description contained herein of the Sale transaction is qualified in its
entirety by reference to the agreements included as exhibits to the 10-QSB for
the period ended May 2, 1997, as filed with the Securities and Exchange
Commission on June 20, 1997, and incorporated herein by reference.
The Company was organized in July 1993 and opened its first store in August
1993. All of the Company's twelve stores were in operation for over one year.
Consummation of the Sale terminated the Company's specialty retail operations.
The Company presently has no operating business. The Company intends to look
for acquisition candidates for a new business for the Company. Accordingly,
the Company has a limited operating history upon which an evaluation of its
performance and prospects can be made.
The Company will explore any opportunities which arise in the future which it
believes are in the best interests of the Company's stockholders. Such
opportunities include selling the stock of the Company to raise capital to make
an acquisition or to merge with a privately-held company. Any such acquisition
would depend on the availability of attractive acquisition candidates and the
Company's ability to finance any such acquisition. There can be no assurance
any acquisition will be accomplished.
The Company has used cash proceeds from the Sale to repay debt, fund
transactional expenses and pay ongoing general and administrative costs. The
Company will use the remainder of the net proceeds for general corporate
purposes and to seek acquisition candidates.
The Company's future operations are subject to various risk factors including
the following: funds available to the Company may not be adequate for it to
acquire an interest in any chosen property, business or opportunity and there is
no assurance funds will be available from any source and, if not available, the
Company will limit its operations to those that can be financed from existing
assets; any business activity the Company undertakes may require substantial
capital which may be difficult to obtain or not available in light of the
Company's financial condition; the Company presently has no business to generate
income; the Company has no operating history in any new line of business and
there can be no assurance that any future activities will be profitable; the
success of the Company will depend on the operations, financial condition and
management of the company or companies, if any, with which the Company may merge
or which it may acquire; the consummation of a business combination may involve
a change in officers and directors of the
8
<PAGE> 9
Company, and the issuance of securities of the Company to stockholders of any
target concern would result in substantial dilution of present stockholders of
the company and may result in stockholders of a target company obtaining a
controlling interest in the Company; the loss of part or of the entirety of the
Company's management could have a material adverse effect on the viability of
the Company; any specific business opportunity may involve an unproven product,
technology or marketing strategy the ultimate success of which cannot be
assured; conflicts of interests may arise with respect to business activities
since directors and officers of the Company may be affiliated with businesses
which may in the future engage in various transactions with the Company; the
Company may engage outside advisors in order to supplement the business
experience of the Company's management; management does not anticipate that the
Company will pay dividends in the foreseeable future; other entities have
significantly greater financial resources, technical expertise and managerial
capabilities than the Company and consequently the Company is at a competitive
disadvantage in identifying possible merger or acquisition candidates; there can
be no assurance the Company will be successful in identifying and evaluating
suitable merger or acquisition candidates and in concluding a transaction on
terms favorable to the Company or, if concluded, whether any transaction will
result in a financial return to the Company's stockholders; the Company has not
engaged in market research to determine that demand exists for a merger or
acquisition transaction with the Company; the Company may be unable to diversify
and the Company may be subject to economic fluctuations within a particular
business or industry; the Board of Directors has the power to issue shares of
common stock, and any additional issuance would have the effect of further
reducing the percentage ownership of existing stockholders; and the Company, in
the event it engages in business combinations which result in it holding passive
investments in a number of entities, could be subject to regulation under the
Investment Company Act of 1940 and any violation of such Act would subject the
Company to material adverse consequences.
This Quarterly Report on Form 10-QSB contains certain forward-looking
statements. Actual results could differ materially from those projected in the
forward-looking statements as a result of the factors described herein,
including, but not limited to, the factors described in the foregoing
paragraph.
RESULTS OF OPERATIONS
Thirteen and Thirty Nine Weeks Ended November 1, 1997 Compared to the Thirteen
and Thirty Nine Weeks Ended November 2, 1996
Net sales for the thirteen weeks ended November 1, 1997 (the "Third Quarter of
Fiscal 1997") decreased to $0 from approximately $1,275,000 for the comparable
13 weeks ended November 2, 1996 (the "Third Quarter of Fiscal 1996"). Net
sales also decreased by approximately $2,156,000, or 57%, for the 39 weeks
ended November 1, 1997. The decreases are the result of the Sale transaction.
Gross profit for the Third Quarter of Fiscal 1997 was $0, compared with
approximately $596,000 or 46.8% of net sales for the Third Quarter of Fiscal
1996. Gross profit for the first 39 weeks of Fiscal 1997 was approximately
$708,000 or 43.2% of net sales, compared with approximately $1,808,000 or 47.6%
of net sales for the first 39 weeks of Fiscal 1996. The decrease in gross
profit as a percentage of net sales was principally a result of markdowns in
light of the then-impending Sale transaction. The decrease in gross profit
volume is primarily a result of the Company discontinuing its retail
operations.
Selling, general and administrative expenses ("SG&A") decreased to approximately
$47,000 for the Third Quarter of Fiscal 1997 and to approximately $1,371,000 for
the first 39 weeks of Fiscal 1997 from approximately $1,066,000 and $3,134,000
for the Third Quarter of Fiscal 1996 and the first 39 weeks of Fiscal 1996,
respectively. The primary components of SG&A are currently corporate overhead
and related expenses as all selling activities and related expenses were
eliminated in conjunction with the Sale. Prior to the Sale, the primary
components of SG&A were store occupancy costs (which included rent, utilities,
common area charges, real estate taxes and other expenses associated with the
operation of a retail store in a regional mall), store management and sales
staff payroll, depreciation expense and corporate payroll. The decreases in SG&A
were, for the most part, the result of decreases in store operating expenses and
the reduction of corporate office expenses prior to the Sale and the elimination
of all selling expenses coupled with corporate office expense reductions
following the Sale.
9
<PAGE> 10
Interest and other income for the Third Quarter of Fiscal 1997 and for the
first 39 weeks of Fiscal 1997 decreased to approximately $2,000 and $20,000,
respectively from approximately $6,000 and $29,000 for comparable periods in
1996 primarily as a result of reduced levels of cash due to operating losses
throughout Fiscal 1997 and repayment of debt.
Interest expense for the Third Quarter of Fiscal 1997 and for the first 39
weeks of Fiscal 1997 decreased to approximately $0 and $10,000 from
approximately $9,000 and $23,000 for comparable periods in 1996 primarily as a
result of the Company's early retirement of substantially all of its capital
lease obligations in the Second Quarter of Fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary ongoing capital requirements are anticipated to be for
funding its limited operations and exploring any opportunities to effect an
acquisition, whether by merger, exchange of capital stock or other business
combination. There can be no assurance that any such transaction will be
effected. In view of the limited resources of the Company, consideration may
be given to additional equity or debt placement to fund merger and acquisition
activities as well as to fund working capital for general corporate purposes
that might be required to effectuate the Company's business objective.
The Company had working capital of approximately $116,000 and $1 million at
November 1, 1997 and February 1, 1997, respectively. In order to fund its
capital and operating requirements, the Company had in the past been primarily
dependent (i) on cash proceeds received from loans from certain members of the
Board of Directors, from the Company's initial public offering in November 1994
(the "Offering") and, prior thereto, from sales of equity securities to David
B. Cornstein, the Company's Chairman of the Board of Directors, David F.
Miller, the Company's current President, and Edward J. Munley, the Company's
former President, each of whom is a director and founder of the Company
(collectively, the "Original Stockholders"), and (ii) on loans from others.
The Company has used cash proceeds from the Sale to repay debt, fund
transactional expenses and pay ongoing general and administrative costs. The
Company will use the remainder of the net proceeds for general corporate
purposes and to seek acquisition candidates.
During the first thirty nine weeks of Fiscal 1997, cash decreased by
approximately $1,232,000 to approximately $62,000. The overall decrease in
cash resulted primarily from the Company's repayment of debt, its satisfaction
of a majority of its liabilities following the receipt of the proceeds from the
Sale, and the loss of the Company's main income source as a result of the
Company discontinuing its retail operations. The Company repaid approximately
$156,000 in indebtedness during the period.
During the first thirty nine weeks of Fiscal 1996, cash decreased by
approximately $1,171,000 to approximately $216,000. The overall decrease in
cash resulted primarily from cash used in operations of approximately
$1,297,000. The Company repaid approximately $49,000 in indebtedness during
the period.
The Company currently does not maintain any lines of credit or cash borrowings
to finance its reduced capital requirements. Upon payment of primarily all the
Company's capital lease obligations, the Company terminated its $100,000
letter-of-credit which had served as collateral for said obligations.
During the first thirty nine weeks of Fiscal 1997, the Company's inventories
decreased to $0 from approximately $1,207,000 at February 1, 1997. The
decrease is primarily a result of the Company discontinuing its retail
operations in the Second Quarter of 1997.
During the first thirty nine weeks of Fiscal 1996, the Company's inventories
increased by approximately $1,213,000 to approximately $2,191,000 from
approximately $978,000 at February 3, 1996. The increase was primarily a result
of the Company adjusting inventory quantities to levels which management
believed would improve sales volume and the initial purchases for the holiday
season.
The Company has used and expects to continue to use, to the extent available,
any remaining cash which was generated from operations and the Sale to finance
its losses from its remaining limited operations. The Company is not presently
generating any cash flow to support its current corporate overhead expense and
anticipates operating at a loss for fiscal 1997.
10
<PAGE> 11
The Company has no current arrangements with respect to, or sources of,
additional financing, and it cannot be anticipated that any of the officers,
directors or stockholders will provide any portion of the Company's future
financing requirements. There can be no assurance that additional financing
will be available to the Company on commercially reasonable terms, or at all.
Any inability to obtain additional financing could have a materially adverse
effect on the Company. Any equity financing may involve substantial dilution
to the interests of the Company's then-existing stockholders. Further, there
can be no assurance that, even if the Company effectuates a business
combination, the Company will achieve profitability or positive cash flow.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
11 Statement re Computation of Per Share Earnings (not
required because the relevant computations can be clearly
determined from material contained in the financial
statements included herein).
27 Financial Data Schedule (For SEC Use Only)
11
<PAGE> 12
Signatures
In accordance with 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.
What A World!, Inc.
Date: December 16, 1997 By: /s/ David F. Miller
-----------------------------
David F. Miller
President
(Principal Executive Officer)
Date: December 16, 1997 By: /s/ Brian S. Lappin
-----------------------------
Brian S. Lappin
Vice President of Finance
(Principal Financial
and Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> NOV-01-1997
<CASH> 62,302
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 166,488
<PP&E> 7,500
<DEPRECIATION> (4,625)
<TOTAL-ASSETS> 169,363
<CURRENT-LIABILITIES> 50,982
<BONDS> 0
0
0
<COMMON> 21,181
<OTHER-SE> 116,139
<TOTAL-LIABILITY-AND-EQUITY> 169,363
<SALES> 1,640,151
<TOTAL-REVENUES> 1,640,151
<CGS> 931,789
<TOTAL-COSTS> 931,789
<OTHER-EXPENSES> 1,370,656
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,186
<INCOME-PRETAX> (662,303)
<INCOME-TAX> 0
<INCOME-CONTINUING> (662,303)
<DISCONTINUED> (393,741)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,046,461)
<EPS-PRIMARY> (.49)
<EPS-DILUTED> (.49)
</TABLE>
