VOICE IT WORLDWIDE INC
10QSB, 1998-05-14
HOUSEHOLD AUDIO & VIDEO EQUIPMENT
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                                  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, 1998
                                               ----------------

                     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,  1998    was  6,466,502  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,
                                               ---------
                                           1997          1998
                                           ----          ----
<S>                                         <C>           <C>

  Sales - net                         $1,356,143      $1,257,977
  Cost of sales                          746,520         629,193
                                       ---------       ---------
     Gross profit                        609,623         628,784

Operating  expenses:
 Administrative and general              352,731         366,646
 Selling & marketing                     417,919         520,785
 Research and development                211,821         234,732
                                       ---------       ---------
       Total operating expenses          982,471       1,122,163

     Net operating profit               (372,848)       (493,379)

Other  income  (expense)
 Interest income (expense)               (68,724)        (77,301)
                                       ----------      ----------

Net income (loss) before income tax     (441,572)       (570,680)
Income tax (Note 4)                            0               0
                                       ----------      ----------

      Net income (loss)                ($441,572)      ($570,680)
                                       ==========      ==========

Net income (loss) per common 
 share (Note 7)                           ($0.09)          ($.09)
                                       ==========       ==========

Weighted  average  number  of  shares
 outstanding                           5,054,802       6,466,502
                                       ==========       ==========
</TABLE>




                           VOICE IT WORLDWIDE, INC.
                                BALANCE SHEETS



<TABLE>
<CAPTION>
                                          December 31,          March 31,
                                              1997                1998
                                              ----                ----
                                                                (Unaudited)
<S>                                          <C>                    <C>
Current  assets:
 Cash and cash equivalents                 $867,242             $438,292
 Accounts  receivable,  net  of  
  allowance  $110,256  (1997)
  and $103,949 (1998)(Note 5)             2,814,035            1,577,632
 Other receivables                          251,087               75,508
 Inventories (Note 3)                     1,789,347            1,694,512
 Prepaid expenses and other 
  current assets                            337,575              511,323
                                         ----------            ---------
                                          6,059,286            4,297,267

Tooling,  furniture  and  office  
 equipment,  net  of accumulated 
 depreciation (Note 3)                      429,758              384,256

 Other assets (Note 3)                      832,499              822,232
                                         ----------           ----------
 Total assets                            $7,321,543           $5,503,755
                                         ==========           ==========

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------

Current  liabilities:
 Accounts payable                       $1,799,466             $925,365
 Accrued liabilities (Note 3)              288,694              118,433
 Current  portion  of  long  term  
  debt and line-of-credit (Notes 2 and 5)   48,755              614,526
                                         ---------            ---------
                                         2,136,915            1,658,324

 Long-term debt (Note 5)                 3,169,762            2,401,245

Stockholders'  equity  (Note  6):
 Common  stock; $.10 par; 10,000,000
  shares authorized; 6,466,502 issued 
  & outstanding                            646,650              646,650
 Additional paid in capital              6,720,140            6,720,140
 Accumulated deficit                    (5,351,924)          (5,922,604)
                                         ---------            ---------
                                         2,014,866            1,444,186
                                         ---------            ---------
Total liabilities and stockholders' 
 equity                                 $7,321,543           $5,503,755
                                         =========            =========
</TABLE>




                           VOICE IT WORLDWIDE, INC.
                       STATEMENT OF STOCKHOLDERS' EQUITY
                                  (unaudited)

<TABLE>
<CAPTION>


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

Balance-December 31, 
 1997              6,466,502   $646,650   $6,720,140  ($5,351,924) $2,014,866

Net (loss) for the
 three  months 
 ended March 31, 
 1998                      0          0            0     (570,680)   (570,680)
                   ---------   --------   ----------   ------------  ---------

Balance-March 31,
 1998              6,466,502   $646,650   $6,720,140  ($5,922,604) $1,444,186
                   =========    =======    =========    =========   =========
</TABLE>

                           VOICE IT WORLDWIDE, INC.
                           STATEMENTS OF CASH FLOWS
                                  (unaudited)

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                          March 31,
                                                    1997          1998
                                                    ----          ----
<S>                                                 <C>            <C>
Cash  flows  from  operating  activities:
 Net loss                                        ($441,572)    ($570,680)
 Adjustments to reconcile net loss
  to net cash used in operating activities:
  Allowance for discounts and bad debts            (21,433)       (6,307)
  Depreciation and amortization                     90,037       134,854
  Amortization of deferred loan costs                6,360         6,360
  Changes in current assets and liabilities:
   Receivables                                   1,572,818     1,418,289
   Prepaid expenses                                (77,144)     (173,748)
   Inventories                                     215,843        94,835
   Accounts payable                             (1,502,570)     (874,101)
   Accrued liabilities                            (216,588)     (170,261)
                                                ----------     ---------
     Cash used in by operating activities         (374,249)     (140,759)

Cash  flows  from  investing  activities:
 Other assets                                      (77,204)      (69,264)
 Acquisition of tooling, furniture and equipment   (24,891)      (16,181)
                                                ----------     ----------
     Cash used in investing activities            (102,095)      (85,445)

Cash  flows  from    financing  activities:
 Draws (payments) on long term 
  line-of-credit - net                             264,134      (202,746)
                                                -----------    ---------
     Cash  provided  by  (used  in)  
      financing  activities                        264,134      (202,746)
                                                -----------    ----------

Net decrease in cash                              (212,210)     (428,950)

Cash - Beginning of period                         585,414       867,242
                                                -----------    ----------

Cash - End of period                              $373,204      $438,292
                                                  ========      ========
</TABLE>

Supplemental disclosure of cash flow information:  Cash paid during the period
for  interest was  $59,716  (1997)  and  $74,286  (1998).


                           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,  1998.


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,  1998, 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>

                                                            (unaudited)
                                          December  31,      March  31,
                                              1997              1998
                                              ----              ----
<S>                                            <C>               <C>
Inventories
 Raw  materials                            $1,150,884        $  831,806
 Finished  goods                              922,882           908,023
 (Reserves)                                  (284,419)          (45,317)
                                            ---------         ---------
                                           $1,789,347        $1,694,512
                                            =========         =========

Tooling,  furniture  and  equipment
 Office  furniture  and  equipment         $  247,072        $  258,007
 Tooling  and  manufacturing  equipment       679,122           684,368
                                            ---------         ---------
                                              926,194           942,375
     Less  accumulated  depreciation         (496,436)         (558,119)
                                            ---------         ---------
                                           $  429,758        $  384,256
                                            =========         =========

Other  assets
 Deferred  loan  costs  -  net  of  
  accumulated amortization  of  $52,999
  in  1997  and  $59,359 in 1998           $  130,394        $  124,034
 Product  software  development  
  costs  -  net  of accumulated  
  amortization  of  $216,923 in 1997
  and  $276,098  in  1998                     493,148           503,237
 Patent  costs  -  net  of  accumulated  
  amortization  of $120,846 in 1997 and
  $134,842  in  1998                          158,957           144,961
 Marketable  securities                        50,000            50,000
                                            ---------        ----------
                                            $ 832,499        $  822,232
                                             ========         =========
Accrued  liabilities
 Vacation  &  401K                          $  40,608        $   43,891
 Advertising                                  101,489            35,100
 Warranty                                      38,694             8,463
 Commissions                                  101,738            22,069
 Other                                          6,165             8,910
                                             --------         ---------
                                             $288,694          $118,433
                                              =======          ========
</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,  1997,  the  Company  had  net  operating loss carry forwards of
approximately  $5,160,000  which  substantially  expire  in  fiscal years 2008
through  2012  and  general business credits of $46,791 which expire in fiscal
year 2009.  The net operating loss carryforwards and other credits generated a
deferred tax asset, which has been fully reserved, due to a lack of profitable
operating  history.


NOTE  5  -  LONG-TERM  DEBT  AND  LINE-OF-CREDIT
- ------------------------------------------------
<TABLE>
<CAPTION>
                                                 December 31,       March 31, 
                                                     1997             1998
                                                 ------------     ------------
<S>                                                 <C>                <C>

$2,000,000  line  of  credit to a bank, reduced 
 to $780,000 at March 31, 1998, interest  at  
 their  "Base  Rate" plus 2.5%, totaling 11.0% 
 at March 31, 1998, payable  monthly,  principal
 due on or before January 1, 1999.  Borrowings are
 collateralized  by, and limited to a percentage 
 of eligible worldwide accounts receivable  and
 finished  goods  inventory  (Note  2).            $768,517       $565,771

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
                                                 ---------      ---------
                                                 3,218,517      3,015,771
         Less current portion                      (48,755)      (614,526)
                                                 ---------      ---------

Total long-term debt                            $3,169,762     $2,401,245
                                                 =========      =========



NOTE  6  -  STOCKHOLDERS'  EQUITY
- ---------------------------------

Warrants
- --------

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.  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. As part of a repricing negotiation with
the  debenture  holder, the Company lowered the exercise price of all Warrants
to  $1.06  per share and the Warrants were then exercised on December 30, 1997
resulting  in  proceeds  to  the  Company  of  $996,400.  In January 1998, the
Company  agreed  to  issue an additional 500,000 warrants subject to a vote of
the  shareholders  increasing  the  number  of  shares  authorized.

During  1995,  the  Company  completed the sale of 648,880 units of its common
stock.   In connection with the private placement of stock and the issuance of
the 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.   Warrants for 20,000 of these shares expired 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, 1998, the Company had granted 579,443 options with various
vesting  periods  and  an exercise price of between $1.06 and $3.00 per share.
As  of March 31, 1998, 439,443 granted options are vested with exercise prices
ranging  from  $1.56  to  $3.00.    However,  no  options have been exercised.


<PAGE>
NOTE  6  -  STOCKHOLDERS'  EQUITY  (CONTINUED)
- ----------------------------------------------

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  the  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 its stock option
grants.    The  Model  was  developed  for use in estimating the fair value of
traded  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 option, the value determined by the Model is
not  necessarily  indicative  of  the  ultimate  value of the granted options.


NOTE  7  -  EARNINGS  PER  SHARE
- --------------------------------

The  Company  adopted Statement of Financial Accounting Standard No. 128 ("FAS
128"),  Earnings  Per  Share.  All prior period loss per common share data has
been  restated to conform to the provisions of this statement.  Basic loss per
common  share  is  computed  using  the  weighted  average  number  of  shares
outstanding  adjusted  for  the  incremental  shares attributed to outstanding
options  to  purchase common stock, only if their effect is dilutive.  Options
and  warrants  to  purchase  shares  of common stock in 1998 and 1997 were not
included  in  the  computation  of diluted loss per common share because their
effort  would  be  antidilutive.







<PAGE>
ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

OVERVIEW:



     Voice  It  Worldwide,  Inc.  utilizes  a  broad  range  of  silicon  chip
technology  including  digital  and  analog  storage devices, flash memory and
digital  voice  compression  integrated  circuits.    Voice  It combines these
technologies with proprietary software enabling the Company to develop leading
edge  consumer  voice recorder products.  The Company protects its proprietary
technology  through  a  combination  of  pending patents, copyrights and trade
secrets.

     The Company markets its products in the United States and internationally
in  Canada,  Mexico,  Europe,  South  Africa  and  the  Middle East.  Voice It
products  are  now  available  in a variety of distribution channels including
direct  mail  catalogs,  office super stores, catalog showrooms and electronic
specialty  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 currently has distribution in
approximately  5,000  retail  outlets  in  more  than  15  countries.

     The Company's first product, the Voice It  Personal Note Recorder, with a
75  second  capacity  was introduced in the market in November of 1993.  Since
then, the product line has expanded its Personal Note Recorder line to include
models  with recording capacities from 40 seconds to 22 minutes, and has added
product  lines  to  include  more business oriented tools such as the Voice It
executive  series,  the  Voice  It MMARKManager and the Voice It Digital Voice
Recorder.

     During  the  fourth  quarter of 1996, the Company introduced the Voice It
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.  The Company is
marketing  three Voice It Manager models which have recording capacities up to
22,  45  and  90  minutes.

     During  1997,  the  Company  continued  to  redefine  its role in digital
recording  technology  by developing and introducing a new executive series of
Personal  Note Recorders and a dictation-length digital recorder with edit and
computer  download  features.    The  Company's new dictation-length recorder,
called  the  Voice It Digital Voice Recorder has 50 minutes of internal memory
as  well  as  the  ability  to  increase  its  capacity  by adding a 50 minute
removable  memory  card.    By  using  additional  memory  cards, the Voice It
Digital  Voice Recorder has virtually unlimited storage capacity.  The Digital
Voice  Recorder's  edit features work like a "verbal word processor" for voice
files  enabling the addition or deletion of words or phrases seamlessly within
a  sentence  or paragraph.  In addition to all of the other enhanced features,
the Company's new recorder downloads its compressed verbal files to a Personal
Computer.    Using  the  Voice It PC Link software, the files can be named and
stored, played through the computer's speakers for transcription using popular
word processing programs, or even attached to email and sent via the internet.

<PAGE>
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>
<TABLE>
<CAPTION>

                                                 Three  Months  Ended
                                                       March  31,
                                                 --------------------
                                                   1997         1998
                                                   ----         ----
<S>                                                 <C>          <C>

     Net  sales                                 100.0%          100.0%
     Cost  of  sales                             55.0            50.0
                                               ------          ------
          Gross  profit                          45.0            50.0
                                               ------          ------
     Operating  expenses
          Administrative and  general            26.0            29.1
          Selling  and  marketing                30.8            41.4
          Research  and  development             15.6            18.7
                                                -----          ------
     Total  operating  expenses                  72.4            89.2
                                                -----          ------
     Operating  income  (loss)                  (27.4)          (39.2)
     Other  income  (expense),  net              (5.1)           (6.1)
                                                 -----          -----
     Net  loss  before  income  tax             (32.5)          (45.3)
     Income  tax  (benefit)                       0.0             0.0
                                                 -----           ----
     Net  loss                                  (32.5)%         (45.3)%
                                                ======          ======
</TABLE>


THREE  MONTHS  ENDED  MARCH  31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31,
1997:

     Net  sales  for  the  three  months  ended March 31, 1998 were $1,258,000
compared  to  $1,356,100  for the three months ended March 31, 1997.  Although
the  Company  cleared  its  final  back  order of products during the quarter,
because  the  introduction  of  the  Voice  It Digital Recorder was later than
originally  planned,  product  sell-through  was not as good as it should have
been  thereby  creating  a  small  amount of excess inventory from the Holiday
selling  season.    For  this  reason, sales for the first quarter of 1998 are
slightly  behind  the  sales  for  the  first  quarter  of  1997.

     Cost  of  sales  for  the first quarter ended March 31, 1998 decreased to
$629,200  or 50.0% of net sales from $746,500 or 55.0% of net sales during the
first  quarter of 1997.  As a percentage of net sales, cost of sales decreased
during  the  quarter  due  to cost savings associated with various components.
Although  sales decreased for the first three months of 1998 compared with the
same  period  in  1997,  the overall dollar margin increased by 3% to $628,800
during  the  first  three  months  of 1998 compared with $609,600 for the same
period  in  1997.   The reason for this increase is because of the decrease in
the  cost  of  sales  as a percentage of overall sales to 50% during the first
quarter of 1998 versus 55% for the same period in 1997.  While costs will vary
slightly  during the year for various timing reasons, the Company continues to
expect  costs  of  sales  to  be  in  the  50%  range  for  the  year.

     General  and administrative expenses increased $13,900 to $366,600 during
the  first quarter of 1998 compared with $352,700 for the same period in 1997.
This  small  increase  is  primarily  due to the increase in reserved warranty
costs.

     Sales  and  marketing  expenses  for  the  quarter  ended  March 31, 1998
increased  $102,900 to $520,800 from $417,900 during the same quarter in 1997.
This increase is due to increased cooperative advertising reserves and general
print  advertising  that  was  expensed  during  the  quarter.

     Research  and  development  costs  increased  $22,900 to $234,700 for the
first quarter of 1998 from $211,800 for the same quarter in 1997.  The reasons
for  this  increase  are  due  to  the  increased  amortization  of previously
capitalized  software  development  costs  and  the  increased amortization of
various  tooling  costs.

     The  Company incurred an operating loss of approximately $493,400 for the
first  quarter  ended  March  31,  1998  compared  with  an  operating loss of
approximately  $372,800 for the same quarter in 1997.  The primary increase in
the  operating  loss  during  the  current  quarter  is  mostly related to the
increased  advertising  expensed  during  the  quarter  including  cooperative
advertising  that  is  accrued  for use by the customers carrying the Voice It
products.

     Net  interest  expense  for  the quarter ending March 31, 1998 of $77,300
compares  to net interest expense during the same period last year of $68,700.
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  line-of-credit  facility as well as interest paid to one of the Company's
vendors  for  extended payment terms. After interest expense, the net loss for
the three months ended March 31, 1998 was $570,680 or $0.09 per share compared
to  a  net  loss of $441,572 or $0.09 per share for the first quarter of 1997.


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.  At March 31, 1998, the
Company  had  cash  and cash equivalents of approximately $438,300 and working
capital  of  approximately  $2,638,900.

     Cash used by the Company for operating activities during the three months
ended  March  31, 1998 was approximately $140,800.  A primary component of the
use of cash during the quarter was the Company's net loss of $570,700 adjusted
for  non-cash  adjustments  of  depreciation and amortization of approximately
$134,900.  Additional uses of operating cash for the period included increases
in  the  Company's  prepaid  expenses  of  approximately  $173,700  as well as
decreases  in  accounts  payable  and  accrued  liabilities  of  approximately
$874,100  and  $170,300  respectively.  Sources  of  operating  cash  were the
decrease  in  accounts receivables and inventories of approximately $1,418,300
and  $94,800  respectively.    Additional uses of cash include $85,400 for the
acquisition  of tooling and other assets.  During the three months ended March
31,  1998, the Company used approximately $202,700 by paying down a portion of
its  bank  line-of-credit.

     On  April  18,  1997,  the  company  completed  a  three  year $2,000,000
line-of-credit  with a new lender.  In January, 1998, the Company amended this
line-of-credit  to  reduce  it  to  $1,000,000  and amend the maturity date to
January  1, 1999.  Further, the credit limit is being reduced $20,000 per week
beginning  January  14,  1998  and  continues  each  week thereafter until the
earlier  of  the  maturity  date  or  refinancing.    Under  the  terms of the
line-of-credit, the Company' borrowings are collateralized by, and limited to,
a  percentage  of  eligible  worldwide accounts receivable as well as finished
goods inventories.  The Company also negotiated a lower interest rate equal to
the lenders "Base Rate" plus 2.5%, totaling 11% at March 31, 1998.  The credit
and security agreement of this line-of-credit contains a customary minimum net
worth  covenant


SEASONALITY:

     While  the  Company still anticipates that its business will be seasonal,
with  approximately  40%  of its sales occurring in the fourth quarter for the
holiday  season,  it  is  expanding  its  product  line  into  more  business
application  tools  in  part  to  equalize  the  sales  over  the  quarters.


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 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.

YEAR  2000  COMPLIANCE:

     The  Company  has  conducted a review of its computer systems to identify
the systems that could be affected by the Year 2000 Issue and is developing an
implementation  plan  to resolve the issue.  The Year 2000 Issue is the result
of computer programs being written using two digits rather than four to define
the  applicable  year.  Any of the Company's programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000.    This  could result in a major system failure or miscalculations.  The
Company  presently  believes that, with modifications to existing software and
conversions  to  new software, the Year 2000 problem will not pose significant
operations  problems  for  the  Company's  computer systems as so modified and
converted.    However, if such modifications and conversions are not completed
timely,  the Year 2000 problem may have a material impact on the operations of
the  Company.

<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.                    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
       ------------------                  ---------------------------------
                                                    Dennis  W.  Altbrandt
                                                    Chief  Executive  Officer


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




<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         438,292
<SECURITIES>                                         0
<RECEIVABLES>                                1,757,089
<ALLOWANCES>                                 (103,949)
<INVENTORY>                                  1,694,512
<CURRENT-ASSETS>                             4,297,267
<PP&E>                                         942,375
<DEPRECIATION>                               (558,119)
<TOTAL-ASSETS>                               5,503,755
<CURRENT-LIABILITIES>                        1,658,324
<BONDS>                                              0
                                0
                                          0
<COMMON>                                       696,650
<OTHER-SE>                                     797,536
<TOTAL-LIABILITY-AND-EQUITY>                 5,503,755
<SALES>                                      1,257,977
<TOTAL-REVENUES>                             1,257,977
<CGS>                                          629,193
<TOTAL-COSTS>                                1,751,356
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              77,301
<INCOME-PRETAX>                              (570,680)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (570,680)
<EPS-PRIMARY>                                    (.09)
<EPS-DILUTED>                                    (.09)
        

</TABLE>


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