NUKO INFORMATION SYSTEMS INC /CA/
10QSB, 1996-08-14
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-QSB

(Mark One)
         ( X )    Quarterly  Report  Pursuant  To  Section  13  or  15(d) of the
                  Securities  Exchange  Act of 1934.  For the  Quarterly  Period
                  Ended June 30, 1996.

                                       or

         (   )    Transition  Report  Pursuant  to  Section  13 or  15(d) of the
                  Securities Exchange Act of 1934. For the Transition Period to

                         Commission File Number 2-31438

                         NUKO Information Systems, Inc.


- - - --------------------------------------------------------------------------------

New York                                    16-0962874
- - - ---------------------------------           ------------------------------------
(State of Other Jurisdiction or             (I.R.S. Employer Identification No.)
Incorporation or Organization)


                   2235 Qume Drive, San Jose, California 95131
- - - --------------------------------------------------------------------------------
             (Address of Principal Executive Offices)    (Zip Code)


                                 (408) 526-0288
 -------------------------------------------------------------------------------
               (Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 or 15(d)  of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

YES      ( X )    NO       (     )

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
Common Stock as of the latest feasible date:

        CLASSES                              Outstanding as of August 9, 1996
- - - -----------------------------------        -------------------------------------
Common Stock ($0.001 par value)                        10,409,098

<PAGE>
<TABLE>

                         NUKO Information Systems, Inc.

                    Index to Quarterly Report on Form 10-QSB
                       For the Period Ended June 30, 1996
<CAPTION>

PART I            FINANCIAL INFORMATION                                                 PAGE NO.
- - - ------            --------------------------------------------------------------        --------

<S>               <C>                                                                      <C>
Item 1            Financial Statements

                  Condensed Consolidated Balance Sheets
                  June 30, 1996 and December 31, 1995.                                     3

                  Condensed Consolidated Statement of Operations
                  Three Months Ended June 30, 1996 and 1995.                               5

                  Condensed Consolidated Statement of Operations
                  Six Months Ended June 30, 1996 and 1995.                                 6

                  Condensed Consolidated Statement of Cash Flows
                  Six Months Ended June 30, 1996 and 1995.                                 7

                  Notes to Condensed Consolidated Financial Statements                     8

Item 2            Management's Discussion and Analysis of Financial Condition
                  and Results of Operations                                                11

PART II           OTHER INFORMATION
- - - ------            --------------------------------------------------------------        --------

Item 5            Other Information                                                        14

Item 6            Exhibits and Reports on Form 8-K                                         16


SIGNATURE                                                                                  17

- - - --------------------------
</TABLE>

                                       2
<PAGE>


                         NUKO Information Systems, Inc.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>

PART I            FINANCIAL INFORMATION

         Item 1.           Financial Statements

<CAPTION>
                                                                                June 30,         December 31,
                                                                                1996             1995
                                                                                ---------------  ---------------
<S>      <C>                                                                     <C>              <C>
ASSETS:

         Current Assets:
                  Cash and cash equivalents                                      $  6,374,415     $11,255,820
                  Short term investments                                            2,654,273             -
                  Accounts receivable, trade                                        1,061,895         120,000
                  Receivables from officers/directors                                   -              27,931
                  Share subscriptions receivable including
                       interest of $30,567 at December 31, 1995                         -             341,967
                  Inventories (net)                                                 1,497,092         758,552
                  Other current assets                                                364,669         110,762
                                                                                -------------------------------
                  Total Current Assets                                             11,952,344      12,615,032


         Property and Equipment (Net)                                               1,637,041         459,497



         Other Assets                                                                   9,783         253,340
                                                                                -------------------------------

TOTAL ASSETS                                                                      $13,599,168     $13,327,869
                                                                                ===============================


<FN>

                   The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                        3
<PAGE>
<TABLE>

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED BALANCE SHEETS (Cont'd.)

<CAPTION>
                                                                                June 30,         December 31,
                                                                                1996             1995
                                                                                ---------------  ---------------

<S>                                                                             <C>               <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

         Current Liabilities:
                  Accounts payable                                               $  2,823,790     $  1,319,959
                  Accrued liabilities                                                   -              108,719
                  Current portion -- capital lease obligation                         125,701           95,273
                                                                                --------------------------------

                  Total current liabilities                                         2,949,491        1,523,951

                  Senior notes                                                          -              325,000
                  Capital lease obligation                                            100,106          101,686
                                                                                -------------------------------

                  Total liabilities                                                 3,049,597        1,950,637

SHAREHOLDERS' EQUITY:

         Common stock, $0.001 par value, 20,000,000 shares
         authorized: 10,409,098 shares issued and outstanding
         at June 30, 1996; and 9,128,418 shares issued and
         outstanding at December 31, 1995                                              10,409            9,128
         Additional paid-in capital                                                20,507,113       15,741,718
         Accumulated deficit                                                       (9,967,951)      (4,373,614)
                                                                                -------------------------------

         Total shareholders' equity                                                10,549,571       11,377,232
                                                                                -------------------------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $13,599,168      $13,327,869
                                                                                ===============================
<FN>

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

                                        4
<PAGE>
<TABLE>

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>

                                                                 Three Months Ended June 30,
                                                                 1996             1995
                                                                 ---------------  ---------------
<S>                                                               <C>              <C>

Net sales                                                         $ 2,162,867      $      -

Cost and Expenses:
  Cost of sales                                                     1,389,909             -
  Research and development                                          1,524,143          233,155
  Selling, general and administrative expenses                      1,890,342          154,501
                                                                 ------------------------------
                                                                    4,804,394          387,656
                                                                 ------------------------------
Loss from operations                                               (2,641,527)        (387,656)

Other income (expense), net                                           111,965          (35,870)
                                                                 -------------------------------

   Net loss                                                        (2,529,562)        (423,526)
                                                                 ==============================

Net loss per share                                                     ($0.25)          ($0.17)
                                                                 ==============================
Weighted average shares outstanding                                10,256,785        2,528,000
                                                                 ==============================

<FN>

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

                                       5
<PAGE>
<TABLE>

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                                                  Six Months Ended June 30,
                                                                  1996             1995
                                                                  ---------------  -------------
<S>                                                                <C>              <C>

Net sales                                                          $ 2,637,280      $       -

Cost and Expenses:
  Cost of sales                                                      1,532,230              -
  Research and development                                           3,712,190          561,752
  Selling, general and administrative expenses                       3,196,022          247,171
                                                                  ------------------------------
                                                                     8,440,442          808,923
                                                                  ------------------------------
Loss from operations                                                (5,803,162)        (808,923)

Other income (expense), net                                            208,825          (56,584)
                                                                  ------------------------------

   Net Loss                                                         (5,594,337)        (865,507)
                                                                  ==============================

Net loss per share                                                      ($0.62)          ($0.35)
                                                                  ==============================
Weighted average shares outstanding                                  8,976,242        2,496,000
                                                                  ==============================
<FN>

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

</FN>
</TABLE>

                                       6
<PAGE>
<TABLE>

                         NUKO Information Systems, Inc.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                       Six Months Ended June 30,
                                                                       1996             1995
                                                                       ---------------  --------------
<S>                                                                    <C>              <C>

Operating activities
Net cash used in operating activities                                  $  (5,663,406)   $    (758,792)

Investing activities
         Purchase of short term investments - Net                         (2,654,273)
         Acquisitions of property and equipment                           (1,345,789)         (38,658)
                                                                       -------------------------------
Net cash used in investing activities                                     (4,000,062)         (38,658)

Financing activities
         Issuance of common stock                                          5,108,643            4,000
         Proceed (repayment) from notes payable and
            long term debt                                                  (326,580)       1,050,000
                                                                       -------------------------------
Net cash provided by (used) in
   financing activities                                                    4,782,063        1,054,000
                                                                       -------------------------------

Decrease in cash and cash equivalents                                     (4,881,405)         256,550
Cash and cash equivalents at beginning of period                          11,255,820              372
                                                                       ------------------------------
Cash and cash equivalents at end of period                             $   6,374,415    $     256,922
                                                                       ===============================

<FN>

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

                                       7
<PAGE>

                         NUKO Information Systems, Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1996

1.       BASIS OF PRESENTATION

         The accompanying, condensed consolidated financial statements have been
         prepared in accordance with generally  accepted  accounting  principles
         for interim  financial  information  and with the  instructions to Form
         10-QSB.  Accordingly,  they do not include all of the  information  and
         footnotes  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 fair presentation  have been included.  Operating results
         for the three  months and six months  ended June 30,  1996 and 1995 are
         not  necessarily  indicative  of the results that may be expected for a
         full fiscal  year.  For  further  information,  refer to the  financial
         statements and  accompanying  footnotes for the year ended December 31,
         1995, included in the Company's Form 10-KSB submission.

2.       REVENUE RECOGNITION

         Generally,  the company  recognizes  revenue when products are shipped.
         Revenue resulting from specific  contractual  terms,  including certain
         product  development  agreements,  is recognized in accordance with the
         terms of the related contract.


3.       CASH AND CASH EQUIVALENTS

         The Company  considers  all highly liquid  investments  with a purchase
         maturity  of  three  months  or  less  to  be  cash  equivalents.  Cash
         equivalents consists principally of commercial paper.

4.       SHORT TERM INVESTMENTS

         The Company  accounts for its investments  using Statement of Financial
         Accounting  Standards No. 115,  Accounting  for Certain  Investments in
         Debt and Equity Securities.

         Management determines the appropriate classification of its investments
         in debt  securities at the time of purchase.  Debt securities for which
         the Company  has both the intent and  ability to hold to  maturity  are
         classified  as  held to  maturity.  These  securities  are  carried  at
         amortized cost. At June 30, 1996, the Company's short term  investments
         are all classified as held to maturity.

         At June 30, 1996,  the Company's  investments in debt  securities  were
         classified as cash and cash equivalents or short term investments.  The
         Company  maintains cash and cash equivalents and short term investments
         principally  in  commercial  paper  with a  maturity  date of less than
         twelve  months with various  financial  institutions.  These  financial
         institutions  are located in different  areas of the United  States and
         Company practice is designed to limit exposure to any one institution.

                                       8
<PAGE>

                         NUKO Information Systems, Inc.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 1996

4.       SHORT TERM INVESTMENTS (Cont'd)

         The following is a summary of cash and cash  equivalents and short term
         investments  by  balance  sheet  classification  for June 30,  1996 and
         December 31, 1995:

                                                  June 30,         December 31,
                                                  1996             1995
                                                  ------------     ------------
         Cash and cash equivalents:
                  Demand deposit accounts         $    430,228     $  8,363,940
                  Commercial paper                   5,944,187           -
                  U.S. Treasury Obligations               -           2,891,880
                                                  -----------------------------
                                                  $  6,374,415     $ 11,255,820
                                                  =============================
         Short term investments:
                  Commercial paper                $  2,654,273     $     -
                  U.S. Treasury Obligations       -----------------------------
                                                  $  2,654,273     $     -
                                                  =============================


         The estimated fair value of each investment  approximates the amortized
         cost and, therefore, there are no unrealized gains or losses as of June
         30, 1996.

5.       INVENTORIES

         Inventories are started at the lower of cost  (first-in,  first-out) or
         market. The components or inventory consists of the following:

                                                  June 30,         December 31,
                                                  1996             1995        
                                                  ------------     ------------

         Electronic parts and other components    $    421,743     $    758,552
         Work in progress                                -               -
         Finished Goods                              1,706,063           -
                                                  -----------------------------
                                                     2,127,806     $    758,552
         Inventory Reserve                                     (630,714)      -
                                                  -----------------------------
                                                  $  1,497,092     $    758,552
                                                  =============================
                                       9
<PAGE>

6.       INCOME TAXES

         The  provision  for income taxes at the  Company's  effective  tax rate
         differed from income taxes at the statutory rate due to the increase in
         deferred tax allowance and net operating losses not being benefited.

7.       SOFTWARE DEVELOPMENT COSTS

         Software   development   costs  are  capitalized   once   technological
         feasibility  has been  established  and all  research  and  development
         activities  for other  components  of the product have been  completed.
         There were no software development costs capitalized at June 30, 1996.

8.       STOCK OPTIONS

         The Company  accounts for its employee stock option plans in accordance
         with Accounting  Principle  Board Opinion No. 25,  Accounting for Stock
         Issued to Employees ("APB 25").  Under APB 25, no compensation  expense
         has been recognized since the exercise price of the Company's  employee
         stock options  equals the market price of the  underlying  stock on the
         date of grant.

                                       10
<PAGE>

                         NUKO Information Systems, Inc.

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

         This report contains forward-looking  statements that involve risks and
         uncertainties.  The Company's  actual  results could differ  materially
         from those anticipated as a result of certain factors,  including those
         set forth in Item 5 of this report and in the Company's  Current Report
         on Form 10-KSB.

NET SALES AND NET LOSS

         Net sales for the second quarter are $2.2 million  compared to no sales
         for the same period in 1995.  Sales for the six month period ended June
         30, 1996 are $2.6  million  compared to no sales for the same period in
         the  prior  year.  Sales  for  the  quarter  included  shipment  of the
         Company's  products,   rental  of  Highlander  equipment  and  software
         maintenance  revenue.  Sales for the quarter and six months  ended June
         30, 1996  increased  primarily as a result of the  introduction  of the
         Highlander  product.  The net loss for the  quarter is $2.5  million or
         $0.25 per share,  compared  to a net loss of $0.4  million or $0.17 per
         share  for the  same  period  in 1995.  The net loss for the six  month
         period ended June 30, 1996 is $5.6 million or $0.62 per share  compared
         to a loss of $0.9  million  or $0.35 per  share for the same  period in
         1995. Net losses reflect the Company's continued investment in research
         and  development  as well as adding  personnel to enable the Company to
         support the customer requirements.

COST OF SALES

         Cost of sales for the second quarter of 1996 was $1.4 million  compared
         to no cost of sales for the same period in 1995.  Cost of sales for the
         six month period  ended June 30, 1996 was $1.5  million  compared to no
         cost of sales for the same period in the prior year.  The gross  margin
         resulting  from the cost of sales as a percentage  of net sales was 36%
         for the quarter and 42% for the six month period ended June 30, 1996.

RESEARCH AND DEVELOPMENT EXPENSE

         Research and  development  expenses for the second quarter of 1996 were
         $1.5  million  compared  to $0.2  million  for the same period in 1995.
         Research and  development  expenses for the six month period ended June
         30, 1996 were $3.7 million compared to $0.6 million for the same period
         in 1995.  The  increase  in the current  year  reflects  the  Company's
         commitment  to  invest  in  the  development  and  enhancement  of  its
         Highlander and other product lines.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

         Selling,  general and administrative expenses for the second quarter of
         1996 were $1.9 million  compared to $0.2 million for the same period in
         1995.  Expenses  for the six month  period ended June 30, 1996 was $3.2
         million compared to $0.2 million for 1995. The expenses  increased as a
         result of adding  marketing and other  personnel is connected  with the
         introduction of the Highlander product.

                                       11
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation (Cont'd.)

RECENT ACCOUNTING PRONOUNCEMENTS

         During March 1995,  the  Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards No. 121,  "Accounting for
         the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
         Disposed Of" (SFAS No. 121),  which  requires the Company to review for
         impairment of long-lived assets,  certain identifiable  intangibles and
         goodwill  related  to  those  assets  whenever  events  or  changes  in
         circumstances  indicate that the carrying amount of an asset may not be
         recoverable.  In  certain  situations,  an  impairment  loss  would  be
         recognized.  SFAS No. 121 is effective  for the  Company's  fiscal year
         1996.  The Company has studied the  implications  of the  statement and
         does not expect it to have a material impact on the Company's financial
         condition or results of operations.

         During October 1995, the Financial  Accounting  Standards  Board issued
         Statement of Financial  Accounting  Standards No. 123,  "Accounting for
         Stock-Based  Compensation"  (SFAS No. 123).  This  accounting  standard
         permits  the use of either a fair  value  based  method or the  current
         Accounting  Principals  Board  Opinion  No. 25,  "Accounting  for Stock
         Issued to  Employees"  (APB No.  25) when  accounting  for  stock-based
         compensation  arrangements.  Companies  that do not follow the new fair
         value based  method  will be required to disclose  pro forma net income
         and earnings  per share  computed as if the fair value based method has
         been applied.  The disclosure  provisions of SFAS No. 123 are effective
         for fiscal years  beginning  after  December 15, 1995.  Management  has
         adopted APB No. 25 to account for its stock options plans.

LIQUIDITY AND CAPITAL RESOURCES

         Cash and cash  equivalents,  which  consist  of  investments  in demand
         deposits,   commercial  paper  and  U.S.   Treasury   obligations  with
         maturities  of less  than 90 days  and  short-term  investments,  which
         consist  of  commercial  paper  and  U.S.  Treasury   obligations  with
         maturities of less than 360 days decreased  approximately  $2.2 million
         during the six month period ended June 30, 1996. In February, 1996, the
         Company  completed  the private  placement of 822,500  shares of common
         stock which generated  approximately  $3.9 million in proceeds,  net of
         associated fees, commission and expenses. The Company ended the quarter
         with a cash and cash equivalent  balance of $9.0 million  compared to a
         balance of $11.3 million at December 31, 1995.

         During  the  period,  which  ended June 30,  1996,  cash  required  for
         research and development and other operating activities represented the
         majority of the decrease.  Cash  required for  equipment  purchases was
         offset by collections of accounts receivable.

         Based on the current  projections  of operations,  management  believes
         that cash and cash  equivalents  at June 30,  1996 will be  adequate to
         meet its capital  requirements  in 1996.  However,  no assurance can be
         given  that this will be the case.  The  Company  may from time to time
         seek to raise capital from additional  sources,  including extension of
         its current lending  facility and additional  public or private debt or
         equity  financing.  There  can  be no  assurance  that,  in  the  event
         additional  financing  is  required,  the Company will be able to raise
         such  financing  on  acceptable  terms or at all.  In such  event,  the
         Company would consider appropriate financing alternatives.

                                       12
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operation (Cont'd.)

OTHER FINANCIAL INFORMATION

         The Company's  backlog  includes  sales orders  received by the Company
         that  have a  scheduled  delivery  date  prior  to June 30,  1997.  The
         aggregate  sales price of orders  received  and included in backlog was
         approximately  $3.3 million at June 30, 1996. The Company  believes the
         orders  included  in the  backlog  are firm  orders and will be shipped
         prior to June 30,  1997.  However,  some  orders may be canceled by the
         customer without penalty.


                                       13
<PAGE>

                         NUKO Information Systems, Inc.


PART II  OTHER INFORMATION

Item 5.           Other Information

                  RISK FACTORS

                  In connection with the "safe harbor" provisions of the Private
                  Securities  Litigation  Reform  Act of 1995,  readers  of this
                  document, and any document referenced herein, are advised that
                  this document and  documents  referenced  herein  contain both
                  statements of historical facts and forward looking statements.
                  Forward  looking  statements  are subject to certain risks and
                  uncertainties,  which  could  cause  actual  results to differ
                  materially   from  those  indicated  by  the  forward  looking
                  statements.

                  Ownership of the Company's common stock is subject to a number
                  of risks  including the following:  The Company's  business is
                  directly  impacted  by  capital  spending  and  funding of the
                  Regional Bell Operating Companies and other major customers in
                  the telecommunications  industry. The capital budgets of these
                  customers or potential  customers is beyond the control of the
                  Company and can be impacted  by  numerous  factors  completely
                  unrelated  to  the  performance,   quality  or  price  of  the
                  Company's  products.  In recent years, the purchasing behavior
                  of the Company's customers has increasingly been characterized
                  by the use of large contracts with fewer suppliers. This trend
                  is  expected  to  intensify   and  will   contribute   to  the
                  variability  of the Company's  results.  Such larger  purchase
                  contracts typically involve longer negotiating cycles, require
                  dedication of substantial amounts of working capital and other
                  resources  and,  in  general,  require  investments  which may
                  substantially  precede  recognition  of  associated  revenues.
                  Moreover,   in  return  for   larger,   longer-term   purchase
                  agreements,  customers often demand more stringent  acceptance
                  criteria which may also cause revenue  recognition delays. For
                  example,  customers  that  request  product be priced based on
                  volume estimates of customer's  future  requirements,  but the
                  failure  of  such   customers  to  take  delivery  of  product
                  comparable  to  volume  anticipated,  could  result  in  lower
                  margins on product revenue.

                  The  Company  has to date  sold its  initial  product  only in
                  limited   quantities   primarily   for  use  in   development,
                  demonstration and testing of prototypes. Certain contracts may
                  relate to new technologies  which may not have been previously
                  deployed on a  large-scale  commercial  basis.  The  Company's
                  products are based on  technologies  that have not been widely
                  deployed and there can be no  assurance  that the Company will
                  be  able  to  market  successfully  its  initial  products  to
                  generate  the  increased  revenues  necessary  to sustain full
                  scale  commercial  production or that the  Company's  products
                  will be well received when  introduced into the marketplace on
                  a full commercial scale.

                                       14
<PAGE>

                         NUKO Information Systems, Inc.

Item 5.           Other Information

                  RISK FACTORS (Cont'd.)

                  The Company  competes  against many larger companies that have
                  significantly greater resources than the Company.  There is no
                  assurance   that  the   Company   will  be  able  to   compete
                  successfully with such other companies. The Company, which has
                  an accumulated  deficit of  approximately  $10.0 million as of
                  June 30, 1996, has never been profitable and may never achieve
                  profitability.  The Company may require additional capital and
                  may not be able to raise such  capital or may be able to raise
                  such capital only on unfavorable terms.

                  The ability of the Company to compete  effectively  depends on
                  its  ability  to  attract  and  retain   highly   skilled  key
                  employees.  The loss of key  personnel  could  have a material
                  adverse effect on the Company's business. The Company believes
                  that,  as its  requirements  change in  character,  it will be
                  necessary  to retain the services of  additional,  experienced
                  personnel. Competition for such personnel is intense and there
                  is no  assurance  that these  people  will be  available  when
                  required.

                  Since early 1994, the Company has been engaged in research and
                  development   of  its   technologies,   product   design   and
                  establishment  of  strategic  alliances  on which the  Company
                  expects to depend for manufacturing, sales and distribution of
                  its  products.  The  Company  has not yet  begun  to  generate
                  significant  revenues from the  commercialization of products.
                  Moreover,  management  of the Company  has limited  experience
                  with the distribution of  technologically-complex  products in
                  commercial  quantities  and there can be no assurance that the
                  Company  will be able to make  the  necessary  adaptations  to
                  successfully  move from the research and development  stage to
                  full commercial production and distribution.


                                       15
<PAGE>

                         NUKO Information Systems, Inc.


Item 6.    Exhibits and Reports on Form 8-K

           a)       Exhibits

                    11.1    Calculation of Net Loss Per Share

           b)       Reports on Form 8-K

                    1.      Form 8-K was filed on May 24, 1996 to report interim
                            financial results.

                    2.      Form 8-K was filed on August 2, 1996 to dismiss the
                            independent accountant with no disputes.





                                       16
<PAGE>

                         NUKO Information Systems, Inc.


 SIGNATURE

 Pursuant to the requirement 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.




                                         NUKO INFORMATION SYSTEMS, INC.


 DATE:      8/14/96                      By:        /s/ John H. Gorman
          -------------------                     ----------------------------
                                         NAME:       John H. Gorman
                                         TITLE:      Chief Financial Officer


                                       17
<PAGE>


                         NUKO Information Systems, Inc.


                                  EXHIBIT INDEX


EXHIBIT NO.                        DESCRIPTION                        PAGE
- - - -----------                        -----------                        ----

11.1                      Calculation of Net Loss Per Share            19


                                       18



                         NUKO Information Systems, Inc.


Exhibit 11.1      Calculation of Net Loss per Share for Three Month Period Ended
                  June 30
<TABLE>

Earnings per share is computed  using the weighted  average number of common and
common equivalent shares outstanding during the period. Common equivalent shares
result  from the assumed  exercise  of  outstanding  stock  options  that have a
dilutive effect when applying the treasury stock method.

<CAPTION>
                                                              1996                1995
                                                              -----------------   ------------------
PRIMARY LOSS PER SHARE
<S>      <C>                                                  <C>                       <C>

         Net loss for period                                  $  2,529,562              $    423,526
                                                              ======================================

         Shares outstanding at the beginning                    10,250,918                 5,541,473
         of the period

         Weighted average effect of shares                          -                          1,670
         issued during period

         Weighted average effect of warrants                         5,867                    -
         and options exercised in the period

         Weighted average effect of share                           -                         -
         subscriptions paid in the period

         Weighted average effect of shares                          -                         -
         issued for services

         Weighted average effect of debt to                         -                         -
         equity conversion

         Weighted average effect of share                           -                     (3,014,347)
         subscriptions (excluded due to anti-
         dilutive effect)                                     --------------------------------------

         Weighted average shares outstanding                    10,256,785                 2,528,796
                                                              ======================================


                       Primary loss per share                   $    (0.25)          $         (0.17)
                                                              ======================================
</TABLE>


                                       19
<PAGE>

                         NUKO Information Systems, Inc.


Exhibit 11.1      Calculation of Net Loss per Share for Six Month Period Ended
                  June 30 (Cont'd)
<TABLE>

Earnings per share is computed  using the weighted  average number of common and
common equivalent shares outstanding during the period. Common equivalent shares
result  from the assumed  exercise  of  outstanding  stock  options  that have a
dilutive effect when applying the treasury stock method.

<CAPTION>

                                                        1996                1995                  
                                                        -----------------   ------------------   
<S>                                                     <C>                     <C>
PRIMARY LOSS PER SHARE

         Net loss for period                            $  5,594,337            $    865,507
                                                        ======================================

         Shares outstanding at the beginning               9,128,418               5,413,941
         of the period

         Weighted average effect of shares                   551,346                  31,483
         issued during period

         Weighted average effect of warrants                 190,845                    -
         and options exercised in the period

         Weighted average effect of share                   (894,367)                   -
         subscriptions paid in the period

         Weighted average effect of shares                    -                       13,491
         issued for services

         Weighted average effect of debt to                   -                       10,218
         equity conversion

         Weighted average effect of share                     -                   (3,014,347)
         subscriptions (excluded due to anti-
         dilutive effect)                               --------------------------------------


         Weighted average shares outstanding               8,976,242               2,454,786
                                                        ======================================


                  Primary loss per share                 $     (0.62)             $    (0.35)
                                                        =======================================
</TABLE>

                                       20

<TABLE> <S> <C>

<ARTICLE>                      5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 APR-01-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                         6,374,415
<SECURITIES>                                   2,654,273
<RECEIVABLES>                                  1,062,094
<ALLOWANCES>                                           0
<INVENTORY>                                    1,497,092
<CURRENT-ASSETS>                                 364,669
<PP&E>                                         1,903,501
<DEPRECIATION>                                   266,460
<TOTAL-ASSETS>                                13,599,367
<CURRENT-LIABILITIES>                          2,949,491
<BONDS>                                                0
<COMMON>                                          10,409
                                  0
                                   20,507,113
<OTHER-SE>                                             0
<TOTAL-LIABILITY-AND-EQUITY>                  13,599,367
<SALES>                                                0
<TOTAL-REVENUES>                               2,162,867
<CGS>                                          1,389,909
<TOTAL-COSTS>                                  4,804,394
<OTHER-EXPENSES>                                (111,965)
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                                     0
<INCOME-PRETAX>                               (2,529,562)
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                                    0
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                  (2,529,562)
<EPS-PRIMARY>                                      (0.25)
<EPS-DILUTED>                                      (0.00)
        


</TABLE>


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