VOICE IT WORLDWIDE INC
10QSB, 1997-05-15
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
Previous: OASIS OIL CORP, 10QSB, 1997-05-15
Next: WALBRO CORP, 10-Q, 1997-05-15



 .

                           FORM 10-QSB
                                
             U.S. SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934
                                
                                
        For the quarterly period ended:   March 31, 1997
                                
              Commission File Number:       0-7796
                                
                                
                                
                            VOICE IT WORLDWIDE, INC.
     (Exact Name of Registrant as Specified in its Charter)

          Colorado                          83-0203787
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)        Identification Number)


2643 Midpoint Drive, Suite A
   Fort Collins, Colorado                       80525
(Address of principal                        (Zip Code)
  executive offices)

                              (970) 221-1705
      (Registrant'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 Securities Exchange Act of
1934  during the past 12 months (or for such shorter period  that
the  issuer was required to file such reports), and (2) has  been
subject to such filing requirements for the past 90 days.

     Yes     X      No


     Number  of shares outstanding of the Issuer's Common  Stock,
as   of   March  31,  1997   was    5,054,802     shares  of  the
Registrant's common stock $.10 par value.



                            PART I FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               VOICE IT WORLDWIDE, INC.
                               Statements of Operations
                                    (Unaudited)          

<TABLE>
<CAPTION>                                                          


                                               Three Months Ended
                                                    March 31,
                                               1996          1997
<S>                                              <C>          <C>

Sales - net                                   $2,761,927    $1,356,143
Cost of sales                                  1,702,269       746,520
   Gross profit                                1,059,658       609,623

Operating expenses
 Administrative and general                      282,096       352,731
 Selling and marketing                           592,270       417,919
 Research and development                        180,930       211,821
       Total operating expenses                1,055,296       982,471

Net operating profit                               4,362      (372,848)

Other income (expense)
 Interest income (expense)                       (76,411)      (68,724)

Net income (loss) before income tax              (72,049)     (441,572)
Income tax (Note 4)                                   -             -

Net income (loss)                               $(72,049)    $(441,572)  

Net income (loss) per common share (Note 7)     $   (.01)    $    (.09)

Weighted average number of shares outstanding  5,054,802     5,054,802
</TABLE>

                                See notes to financial statements.



                               VOICE IT WORLDWIDE, INC.

                                    Balance Sheet


<TABLE>
<CAPTION>

                                                                 (Unaudited)
                                                 December 31,      March 31,
                                                    1996             1997
<S>                                                   <C>              <C>

                                     Assets

Current assets
 Cash and cash equivalents                          $585,414       $373,204
 Accounts receivable, net of allowance of $93,965
  (1996) and $72,352 (1997) (Notes 5 and 8)        3,246,302      1,694,284
 Other receivables                                    34,358         34,991
 Inventories (Note 3)                              2,570,632      2,354,789
 Prepaid expenses and other current assets            44,836        121,980
                                                   6,481,542      4,579,248
Tooling, furniture and office equipment, net of
 accumulated depreciation (Note 3)                   379,707        360,623

Other assets (Note 3)                                680,250        705,032

Total assets                                      $7,541,499     $5,644,903

                                     Liabilities and Stockholders' Equity

Current liabilities
 Accounts payable                                 $2,243,426    $   740,856
 Accrued liabilities (Note 3)                        446,500        229,912
 Line-of-credit (Notes 2, 5 and 8)                   266,722        530,856
                                                   2,956,648      1,501,624

Long-term debt (Note 5)                            2,450,000      2,450,000

Stockholders' equity (Note 6)
 Common stock; $.10 par; 10,000,000 shares 
  authorized; 5,054,802 issued and outstanding
  (1996) and (1997)                                  505,480        505,480
 Additional paid-in capital                        5,364,910      5,364,910
 Accumulated deficit                              (3,735,539)    (4,177,111)  
                                                   2,134,851      1,693,279

Total liabilities and stockholders' equity        $7,541,499     $5,644,903
</TABLE>

                                    See notes to financial statements.



                                 VOICE IT WORLDWIDE, INC.
                             Statement of Stockholders' Equity
                                        (Unaudited)


<TABLE>
<CAPTION>

                                              Additional
                            Common Stock        Paid-in   Accumulated
                         Shares      Amount     Capital     Deficit     Total
<S>                        <C>        <C>         <C>         <C>         <C>

Balance - December 31
 1996                 5,054,802   $505,480  $5,364,910 $(3,735,539) $2,134,851

Net (loss) for the three
 months ended March 31,
 1997                        -          -            -    (441,572)   (441,572)

Balance - March 31,
 1997                 5,054,802   $505,480  $5,364,910 $(4,177,111) $1,693,279

</TABLE>
                                    See notes to financial statements.



                                       VOICE IT WORLDWIDE, INC.
                                      Statements of Cash Flows
                                              (Unaudited)

<TABLE>
<CAPTION>

                                                       Three Months Ended
                                                             March 31,
                                                        1996         1997
<S>                                                     <C>           <C>

Cash flows from operating activities
 Net income (loss)                                   $ (72,049)    $(441,572)
 Adjustments to reconcile net income (loss) to net
  cash used in operating activities  
  Allowance for discounts and bad debts                 15,489       (21,433)
  Depreciation and amortization                         51,291        90,037
  Amortization of deferred loan costs                    6,360         6,360
  Changes in current assets and liabilities
   Receivables                                       2,024,634     1,572,818
   Prepaid expenses                                     (4,346)      (77,144) 
   Inventories                                         128,473       215,843
   Accounts payable                                 (1,243,211)   (1,502,570)  
   Accrued liabilities                                 (18,082)     (216,588)
    Net cash (used in) provided by operating
      activities                                       888,559      (374,249)

Cash flows from investing activities
 Other assets                                          (74,423)      (77,204)
 Acquisition of tooling, furniture and equipment       (83,681)      (24,891)
    Net cash used in investing activities             (158,104)     (102,095)

Cash flows from financing activities
 Draws (payments) on line-of-credit, net              (605,052)      264,134
 Payment of stockholder appraisal rights                    -            -
 Increase in deferred offering costs                        -            -
    Net cash used in financing activities             (605,052)      264,134

Net increase (decrease) in cash                        125,403      (212,210)

Cash - beginning of period                             251,321       585,414

Cash - end of period                                   376,724       373,204

</TABLE>

Supplemental disclosure of cash flow information:  
   Cash paid during the year for interest was $83,126 (1996) and $59,716 (1997).



                                     See notes to financial statements.



                                VOICE IT WORLDWIDE, INC.
                             Notes to Financial Statements
                                      (Unaudited)


Note 1 - Summary of Significant Accounting Policies

The summary of the Company's significant accounting policies are incorporated 
by reference to the audited Voice It Worldwide, Inc. financial reports included
in the Annual Report on Form 10-KSB for the fiscal year ended December 31, 1996.

The  statements  of  operations,  balance  sheets,  stockholders'
equity  and  cash  flows  have not been  audited  by  independent
accountants,  but in the opinion of the management,  reflect  all
normal  recurring adjustments and entries necessary for the  fair
presentation  of the operations of the Company.  The  results  of
operations  for any quarter, and quarter-to-quarter  trends,  are
not  necessarily indicative of the results to be expected for any
future period.


Note 2 - Letter of Credit

At March 31, 1997, the Company had no irrevocable standby letters
of  credit  outstanding.  However, from time to time, letters  of
credit   are  required  by  major  suppliers  and  have   various
expiration  dates.   When issued, these  letters  of  credit  are
secured by the Company's line of credit (Note 5).


Note 3 - Selected Balance Sheet Information

<TABLE>
<CAPTION>
                                        December 31,        March 31,
                                            1996              1997
<S>                                           <C>              <C>
Inventories
     Raw materials                      $   701,033        $1,075,108
     Finished goods                       1,869,599         1,279,681
                                        $ 2,570,632       $ 2,354,789
Tooling, furniture and equipment
     Office furniture and equipment     $   222,424       $   227,775
     Tooling and manufacturing equipment    460,151           479,691
                                            682,575           707,466
     Less accumulated depreciation         (302,868)         (346,843)
                                        $   379,707       $   360,623
Other assets
     Deferred loan costs - net of 
       accumulated amortization of
       $27,559 in 1996 and $33,919
       in 1997                          $  155,834        $   149,474
     Product software development 
       costs - net of accumulated 
       amortization of $66,283 in 1996
       and  $99,163 in 1997                330,054            372,984
     Patent costs - net of accumulated 
       amortization of $66,647 in 1996 
       and $79,829 in 1997                 194,284            184,497
     Other                                      78             (1,923)
                                        $  680,250        $   705,032
</TABLE>

<TABLE>
<CAPTION>

                               December 31,  March 31,
                                 1996            1997
<S>                                <C>            <C>
Accrued liabilities
     Vacation & 401K              $  38,587   $  42,462
     Advertising                    254,809     103,725
     Warranty                        50,729      35,517
     Commissions                     91,614      28,897
     Other                           10,761      19,311
                                   $446,500    $229,912
</TABLE>



Note 4 - Income Taxes

The  Company  reports income taxes for interim periods  based  on
annualized  estimates  of  earnings,  tax  credits  and  book/tax
differences  at  the estimated annual effective  tax  rate.   For
federal and state income tax purposes,  at December 31, 1996, the
Company  had  net operating loss carry forwards of  approximately
$3,540,000  which  substantially  expire  in  fiscal  years  2008
through 2011 and general business credits of $46,791 which expire
in fiscal year 2009.


Note 5 - Long-Term Debt

<TABLE>
<CAPTION>
                                   
                                   December 31,      March 31,
                                       1996            1997
<S>                                    <C>              <C>
$750,000 line of credit  to  a                      
bank,  interest at their "Base     
Rate"  plus 5%, totaling 13.50     
%  at  March 31, 1997, payable     
monthly, principal due  on  or     
before    April   18,    1997.     
Borrowings  are collateralized      
by,    and   limited   to    a     
percentage     of     eligible     
accounts receivables, finished     
goods  inventories and letters     
of    credit   as   additional     
collateral (Notes 2 and 8).         $ 266,722       $530,856
                                   
8%    convertible   debenture,      
interest    payable   monthly,      
convertible into one share  of         
common stock for each $0.95 of     
principal           converted.    
Principal   due  November   1,     
2002.   Loan  costs associated
with   this   debenture   were
approximately  $180,000,   and
are amortized over the life of
the agreement resulting in  an
effective interest rate of 9%.
Monthly  principal  redemption
of  one  percent of  the  then
outstanding balance begins  in
November, 1998.                        2,450,000       2,450,000
                                       2,716,722       2,980,856
Less current portion                    (266,722)       (530,856)

Total long-term debt                  $2,450,000      $2,450,000
</TABLE>



Note 6 - Stockholders' Equity

Warrants

During  1995, the Company completed the sale of 648,880 units  of
its  common stock.  Each Unit consists of one unregistered  share
of  its  $.10 par value common stock and one-half of a detachable
unregistered common stock purchase warrant (the "Warrant").   The
attached  Warrants remained unexercised and expired  on  December
31, 1996.

Combined with the $2,450,000 convertible debenture (Note 4),  the
Company  issued 915,000 warrants (the "Debenture  Warrants")   to
buy  unregistered  shares of the Company's  common  stock  at  an
exercise  price  of  $2.75 per share.  These  Debenture  Warrants
have  a  three year life and may be redeemed, after  October  27,
1996,  by  the  Company  for $.05 per Debenture  Warrant  if  the
Company's  common stock price reaches a $6.00 bid  price  for  20
consecutive  trading  days.   In the  first  quarter,  1996,  the
Company   issued  an additional 25,000 warrants  at  an  exercise
price of $1.50 per share to the debenture holder in exchange  for
a  waiver  of  certain financial covenants.  These warrants  have
basically   the  same  terms  and  conditions  as  the  Debenture
Warrants.   As  part  of  the  repricing  negotiation  with   the
debenture holder, the Company lowered the exercise price  of  all
Warrants to $1.25 per share.

In  connection  with the above mentioned private placement  stock
and  the  issuance  of convertible debt, the  Company  issued  an
aggregate total of 38,131 warrants to the placement agents.  Each
warrant entitles the holder to purchase one unregistered share of
common stock at any time from June, 1996 through June, 1999 at an
exercise price of $2.75 per share.  However, with the issuance of
warrants  pursuant to an employment agreement listed  below,  the
Company lowered the exercise price of these Warrants to $1.06 per
share.

During the first half of 1996, the Company used letters-of-credit
issued  from individuals with the Company as beneficiary.   These
letters-of-credit were used as collateral at the  Company's  bank
for  its line-of-credit.  As an incentive to participate in  this
collateral program, the Company issued 20,000 warrants to acquire
the Company's common stock.  Each warrant entitles the holder  to
purchase one share of the Company's unregistered common stock  at
an  exercise  price of $2.75 per share.  These  warrants  can  be
exercised at any time prior to their expiration in May, 2000.

Pursuant to an employment agreement with an officer, the  Company
issued  40,000  Warrants to acquire common stock.   Each  warrant
entitles  the  holder  to  purchase one share  of  the  Company's
unregistered  common  stock at an exercise  price  of  $1.06  per
share.  20,000 of these Warrants expire on December 31, 1997, the
remaining  20,000  can be exercised at any time  prior  to  their
expiration in December, 1999.

Stock Options

The Company has reserved a total of 860,243 of its authorized but
unissued  common  stock  for  stock option  plans  (the  "Plans")
pursuant  to  which  officers,  directors,  employees  and   non-
employees of the Company are eligible to receive incentive and/or
non-qualified  stock  options.  Under the  terms  of  the  Plans,
options  are exercisable based on various vesting schedules  with
an  exercise  price which equals the market price of  the  common
stock  on the date of grant.  Through March 31, 1997, the Company
had  granted 652,443 options with various vesting periods and  an
exercise price of between $1.06 and $3.00 per share.  As of March
31,  1997,   382,443  granted options are  vested  with  exercise
prices ranging from $1.56 to $3.00.  However, no options
have been exercised.

The Company has adopted the disclosure-only provisions of Statement
of Financial Accounting Standards No. 123 "Accounting for Stock-based
Compensation" (SFAS No. 123).  Accordingly, no compensation cost has been
recognized for stock options and warrants granted.  Consistent with the
disclosure-only provisions of SFAS No. 123, the Company must provide
pro forma net earnings and pro forma earnings per share disclosures for
employee stock option grants made in 1995 and future years as if the
fair value based method defined in SFAS No. 123 had been applied.

The Company uses one of the most widely used option pricing models, the 
Black-Scholes model (the Model), for purposes of valuing it stock option
grants.  The Model was developed for use in estimating the fair value
of trade options which have no vesting restrictions and are fully 
transferable.  In addition, it requires the input of highly subjective
assumptions including the expected stock price volatility, expected
dividend yields, the risk free interest rate and the expected life.  
Because the Company's stock options have characteristics significantly
different from those of traded options, and because changes in subjective
input assumptions can materially affect the fair value estimate, in
management's opinion, the value determined by the Model is not necessarily
indicative of the ultimate value of the granted options.


Note 7 - Earnings Per Share

Net  income  per  common share is based on the  weighted  average
number  of  common shares outstanding, inclusive of common  stock
equivalents  computed using the modified treasury  stock  method.
However, common stock equivalents were not used in computing  the
loss per share, as their inclusion would have been anti-dilutive.


Note 8 -Subsequent events

On April 18, 1997, the company  replaced its current bank line-of-
credit  (note  5)  with  a  $2,000,000  revolving  line-of-credit
facility  with a new lending institution.  This new credit  line,
which  extends  through March, 2000, has  a  standard  net  worth
covenant and is at an interest rate of 2.5% above the banks  base
rate.  The amount the Company may borrow from this line-of-credit
is  limited  by a percentage of its eligible accounts  receivable
and finished goods inventory.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Overview

     Voice It Worldwide, Inc. ("Voice It") designs, develops  and
markets personal consumer electronics products which allow people
to  verbalize  reminders and messages for themselves  and  others
without  the  need for pen and paper.  Voice It products  utilize
computer  chip  technology to capture ideas, thoughts,  reminders
and  messages, incorporating high quality recording  with  patent
pending  message  management features.  Voice  It  Personal  Note
Recorders  are  about the size of a credit card and approximately
1/3  inch thick.  Their compact size, portability and ease of use
make  them a convenient replacement for handwritten sticky notes,
particularly  at  times  and  in  places  where  handwriting   is
impractical.

     The  Company's  first product, the Voice Itr  Personal  Note
Recorder, with a 75 second capacity was introduced in the  market
in  November of 1993.  Since then, the product line has  expanded
to  six  models with recording capacities from 40 seconds to  six
minutes with retail prices ranging from $29 to $90.

     During  the  fourth quarter of 1996, the Company  introduced
the  Voice Itr Managers, a new line of digital recording products
that   offer   both  extended  digital  recording  capacity   and
organization  features  including  time  and  date  stamping   of
messages and file folder organizers, an LCD display and a  built-
in  icon  library for file folder labeling.  The Voice It Manager
products also offer message alarms, calendar scheduling,  a phone
data  base  for 100 names with notes and three phone numbers  for
each  name and also includes auto-dial capabilities.  The Company
was  able  to  introduce these products in over 1,500  stores  in
addition  to several national direct mail catalogs.   As  of  the
first  quarter, 1997, the Company is marketing three models which
have  recording capacities of 22, 45 and 90 minutes and range  in
price from $89 to $199.

     The  Company markets its products in the United  States  and
internationally in Canada, Europe, South Africa  and  the  Middle
East.   Voice  It  products are now available  in  a  variety  of
distribution channels including direct mail catalogs,  department
stores,  mass merchants, office super stores, catalog  showrooms,
electronic  specialty  stores  and  drug  stores.   Many  of  the
retailers  carrying Voice It products are well known stores  such
as  The  Sharper Image, Service Merchandise, Staples,  OfficeMax,
Office Depot, Circuit City and Best Buy.  In Canada, the products
are  also  available  through Radio Shack, London  Drugs,  Office
Depot  and Business Depot.  Internationally, the Company now  has
distribution  in  more  than  15 countries  worldwide,  with  new
distributors in England, Spain, Belgium and Holland.  The Company
experienced  strong  retail success in France  and  Italy  during
1996.

     The  Company  continually monitors  its  gross  margins  and
aggressively  seeks  cost  reduction which,  in  the  past,   has
resulted  in  significant improvement in  gross  margins.   Gross
margins declined to a low of 30% during the third quarter of 1995
and  have gradually increased each quarter.  The Company  expects
to  achieve similar margin levels for the remainder of  the  year
and  is  continuing its efforts to improve gross margins  through
new, lower priced technology.

Results of Operations

     The  following table sets forth, for the periods  indicated,
items in the Statement of Operations expressed as a percentage of
net sales:

<TABLE>
<CAPTION>
                                             Three Months Ended
                                                  March 31,
                                             1996         1997
<S>                                          <C>            <C>

  Net sales                                   100.0%      100.0%
  Cost of sales                                61.6        55.0
    Gross profit                               38.4        45.0
  Operating expenses
    Administrative and general                 10.2        26.0
    Selling and marketing                      21.4        30.8
    Research and development                    6.6        15.7
  Total operating expenses                     38.2        72.5
  Operating income (loss)                       0.2       (27.5)
  Other income (expense), net                  (2.8)       (5.1)
  Net loss before income tax                   (2.6)      (32.6)
  Income tax (benefit)                          0.0         0.0
  Net loss                                     (2.6)%     (32.6)%
</TABLE>

Three  Months  ended  March 31, 1997  compared  to  Three
Months ended March 31, 1996

  Sales  for the three months ended  March 31, 1997  were
$1,356,100  compared to $2,761,900 for the  three  months
ended   March  31,  1996.   While  the  Company's  longer
recording time products such as the Voice Manager and the
VT-300  have  been  well received by the  consumers,  the
continuing  weak  consumer electronics  market,  combined
with   the  negative  impact  from  the  liquidation   of
competitive  product  inventory  at  extraordinarily  low
selling prices, caused an extraordinary decrease in sales
during the first quarter of 1997.  During the second half
of  1997,  the Company is planning to further expand  the
recording capacities and enhance the features that should
further  meet consumers increasing needs and  effectively
act  as  a  digital  replacement for  the  existing  tape
recorder   market.    Additionally,   the   Company    is
introducing a new digital recorder line of products  that
will  combine  long recording capacity  through  internal
flash memory in addition to removable flash memory cards.
The  new  digital recorder will have a number of  editing
features  and will be able to download data to a computer
for data management, storage, transcription and attaching
to E-mail.

  Cost  of  sales for the first quarter ended  March  31,
1997  decreased  to $746,500 or 55.0% of net  sales  from
$1,702,300 or 61.6% of net sales during the first quarter
of 1996.  The dollar decrease is due to the corresponding
decrease in unit sales.  However, as a percentage of  net
sales, cost of sales have significantly decreased through
the  Company's cost reduction program put in place  after
adopting  the aggressive pricing policy during the  third
quarter  of  1995.  This cost reduction program  and  the
introduction of new technology has effectively  increased
the  Company's  gross product margin to  45%  during  the
current  quarter  from  a low of 30%  during  the   third
quarter of 1995.

  General  and administrative expenses increased  25%  or
$70,600  to  $352,700  or 26.0% during  the  first  three
months  of 1997 compared with $282,100 or 10.2%  for  the
same  period in 1996.  These expenses increased  for  the
quarter  due mostly to higher personnel costs related  to
the expansion of our financial and executive area as well
as  expanding  its  financial and  shareholder  relations
programs.   As  percentage of net  sales,  administrative
expenses  increased to 26% during the  first  quarter  of
1997  from  10% during the first quarter of 1996.   While
part of this increase as a percentage of sales is due  to
the  increased expenses, most of this increase is due  to
the lower sales base experienced during the first quarter
of 1997.
  Sales  and  marketing expenses for  the  quarter  ended
March  31, 1997 decreased 29% or $174,400 to $417,900  or
30.8% of net sales in 1997 from $592,300 or 21.4% of  net
sales  in  1996.   This decrease is  partly  due  to  the
decreased  sales base and the corresponding  decrease  in
variable  expenses  such as cooperative  advertising  and
commissions to the sales force.  Additionally, during the
first   quarter  of  last  year,  the  Company   incurred
advertising  costs related to the Message Center  product
line.   That  advertising  was not  repeated  during  the
current  quarter  as  the  Message  Center  product   was
discontinued.

  Research and development costs increased by $30,900  to
$211,800 for the first quarter of 1997 from $180,900  for
the  same  quarter in 1996.  The primary reason for  this
increase  is  in developing new products for  the  second
half  of  1997.   The  Company is aggressively  expanding
recording  capacities  and  enhancing  features  on  both
current  and new products.  In addition to the new  Voice
Itr  Digital  Recorder mentioned above, the Company  will
also introduce new Personal Note Recorders with recording
times  up  to  22  minutes  and featuring  LCD  displays.
During  March, 1997, the Company also began  shipping  an
expansion  to  the Voice It Manager line of a  90-minutes
recorder.

  Although   the  Company  was  successful  in   reducing
overall  expenses  in  the  first  quarter  of  1997  and
increasing margins substantially compared with the  first
quarter  of 1996, the low revenue base during the current
quarter caused the company to incur an operating loss  of
$372,848 compared to a slight operating profit during the
first quarter of 1996 of $4,400.

  Net  interest expense for the first quarter of 1996  of
$68,700 compares to net interest expense during the  same
period  last  year of $76,400.  The primary component  of
interest  expense  is the interest on the  $2.45  million
convertible debenture the Company entered into during the
fourth   quarter  of  1995.   Additionally,  the  Company
incurred  interest  expense  from  utilization   of   its
operating   capital  line-of-credit.     After   interest
expense,  the net loss for the first quarter ended  March
31,  1997 was $441,572 or $0.09 per share compared  to  a
net  loss  of  $72,049 or $0.01 per share for  the  first
quarter of 1996.


Liquidity and Capital Resources

  The  Company has financed its growth to date  primarily
from  the private sale of Common Stock and Warrants,  the
merger  with  Lander  Energy  Co.  and  the  issuance  of
$2,450,000  in convertible debentures.  The Company  also
uses bank financings for short term working capital needs
as  well  as to guarantee letters of credit issued  to  a
major supplier.  At March 31, 1997, the Company had  cash
and   cash  equivalents  of  approximately  $373,200  and
working capital of approximately $3,077,600.

  Cash  used by the Company during the three months ended
March 31, 1997 was approximately $212,200.  For the three
months ended March 31, 1997, the Company recorded  a  net
loss  of approximately $441,600 and adjusted it for  non-
cash  items  totalling $75,000.   Non-cash items  include
depreciation, bad debts and discounts and amortization of
loan  costs.  Uses of cash in operations for  the  period
included  increases in prepaid expenses of  approximately
$77,100  as  well  as decreases in accounts  payable  and
accrued  liabilities  by  approximately  $1,502,600   and
$216,600 respectively.  The decrease in accounts  payable
is  attributable to paying for the inventories that  were
purchased  and  accumulated during the  last  quarter  of
1996.   Sources of cash for the period included decreases
in  the Company's accounts receivable and inventories  of
approximately $1,572,800 and $215,800 respectively.   The
accounts receivable decrease is due to the first  quarter
collection  of  the  higher fourth quarter,  1996  sales.
Additional   uses  of  cash  include  $24,900   for   the
acquisition  of  tooling  and equipment  as  the  Company
increases  its  manufacturing capacity for new  products,
and  $77,200 in acquiring other assets.  During the three
months  ended  March  31,  1997,  the  Company  generated
approximately  $264,100 by drawing on a  portion  of  its
bank line-of-credit.

  At   March  31,  1997,  the  Company  had  reduced  its
revolving  line-of-credit  with  its  current  lender  to
$750,000  and extended the term from March  31,  1997  to
April 18, 1997.  The company then completed a replacement
line-of-credit  with  another lender  in  the  amount  of
$2,000,000.   Under this new line-of-credit,  the  amount
the  Company  may borrow is limited by the level  of  its
eligible  worldwide accounts receivable and the Company's
finished goods inventory.  The new line-of-credit is  for
three  years,  contains  a customary  minimum  net  worth
covenant  and  bears interest at 2.5%  above  the  bank's
"Base Rate".

  The  Company  believes that with its new line-of-credit
financing  and  with  the  current  capitalization,   the
Company   should  be  sufficiently  financed  for   1997.
However,  if  the  Company experiences significant  sales
growth  during  1997,  it  may be  necessary  for  it  to
increase  its  bank  line-of-credit  or  seek  additional
sources of funds.


Seasonality

  The  Company  anticipates that  its  business  will  be
seasonal, with at least 40% of its sales occurring during
the  fourth  quarter of the year in time for the  holiday
gift giving season.


Foreign Exchange

  The  Company's products are principally purchased  from
suppliers  in the Far East with its prices negotiated  on
an  annual basis in U.S. dollars at exchange rates  reset
annually.   Exchange rate fluctuations between  the  U.S.
Dollar  and the Singapore or Hong Kong dollar could  have
an  adverse  effect on the Company's costs of  sales  and
gross  margins.   In the event of extreme  exchange  rate
fluctuations,   it  may  become  uneconomical   for   the
relationship  between the Company and  its  suppliers  to
continue.

  The  Company also records a significant amount  of  its
revenues  in  Europe  and  the  Middle  East.   In   most
countries,  the  Company sets its sales  prices  in  U.S.
dollars  so  that  any variances are for the  purchaser's
account.    However,  if  the  exchange  rate  fluctuates
between  these other currencies and the U.S.  dollar,  it
may have an adverse effect on the Company's sales.

Inflation

  Management  believes that inflation has  not  and  will
not have a significant impact on its business.



                   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.    None



                           SIGNATURES


     Pursuant  to  the  requirements  of  the  Securities
Exchange Act of 1934, the Registrant has duly caused this
report  to  be  signed on its behalf by  the  undersigned
thereunto duly authorized.


                                    VOICE IT WORLDWIDE, INC.
                                     Registrant


Date:                                            05/14/97 
                                   /S/ Dennis W. Altbrandt
                                       Chief Executive Officer
 

Date:                                            05/14/97
                                   /S/ Mark A. Griffith
                                       Chief Financial Officer
                                       Chief Accounting Officer
     


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                         373,204
<SECURITIES>                                         0
<RECEIVABLES>                                1,694,284
<ALLOWANCES>                                    72,352
<INVENTORY>                                  2,354,789
<CURRENT-ASSETS>                             4,579,248
<PP&E>                                         707,466
<DEPRECIATION>                               (346,843)
<TOTAL-ASSETS>                               5,644,903
<CURRENT-LIABILITIES>                        1,501,624
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       505,480
<OTHER-SE>                                   1,187,799
<TOTAL-LIABILITY-AND-EQUITY>                 5,644,903
<SALES>                                      1,356,143
<TOTAL-REVENUES>                             1,356,143
<CGS>                                          746,520
<TOTAL-COSTS>                                1,728,991
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                            (68,724)
<INCOME-PRETAX>                              (441,572)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (441,572)
<EPS-PRIMARY>                                    (.09)
<EPS-DILUTED>                                        0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission