MEDICAL DYNAMICS INC
10QSB, 1996-02-14
PHOTOGRAPHIC EQUIPMENT & SUPPLIES
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

(X)               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 1995

                  OR

( )               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________.


COMMISSION FILE NUMBER:  0-8632


                             MEDICAL DYNAMICS, INC.
              Exact name of Registrant as specified in its charter


Colorado                                                 84-0631765
State or other jurisdiction of                         I.R.S. Employer
incorporation or organization                         Identification No.

99 INVERNESS DRIVE EAST, ENGLEWOOD, CO                       80112
Address of principal executive offices                      Zip Code

Registrant's telephone number, including area code:  303-790-2990

Former name, former address and former fiscal year, if changed
since last report:  NA

Indicate by check mark whether the Registrant (1) has filed an annual, quarterly
and other reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter periods
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

The  number of shares  outstanding  of each of the  issuer's  classes  of common
stock, as of December 31, 1995 is 6,879,511 shares, $.001 par value.


<PAGE>



                          PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements.

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

ASSETS                                     December                  September
                                           31, 1995                  30, 1995
                                          ----------                ----------

CURRENT ASSETS
    Cash and cash equivalents             $  864,400                $1,071,700
    Short term investments                    10,000                    10,000
    Trade receivables, less
      allowance for doubtful
      accounts of $45,000 and $45,000        280,200                   391,600
    Note receivable                          110,000                   110,000
    Inventories, net of allowance
      for obsolescence of $200,000
      and $200,000 (Note 3)                  941,200                   948,500
    Prepaid expenses                          13,900                    25,100
                                          ----------                ----------

      Total Current Assets                $2,219,700                $2,556,900
                                          ----------                ----------

EQUIPMENT
    Loaner equipment                      $  701,300                $  678,100
    Machinery and equipment                  346,400                   343,100
    Furniture and fixtures                   270,600                   270,200
    Leasehold improvements                    54,500                    54,500
                                          ----------                ----------
                                          $1,372,800                $1,345,900

      Less accumulated deprecia-
         tion and amortization            (1,230,400)               (1,202,000)
                                          ----------                ----------
                                          $  142,400                $  143,900
                                          ----------                ----------

OTHER ASSETS
  Patents, patents pending and
      trademarks, net of accumulated
      amortization of $620,800
      and $609,400                        $  150,300                $  155,500
    Other                                     16,900                    29,400
                                          ----------                 ---------
                                          $  167,200                $  184,900
                                          ----------                ----------

                                          $2,529,300                $2,885,700
                                          ==========                ==========





                 See Notes to Consolidated Financial Statements.

                                       -2-

<PAGE>







                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY
                                          December                 September
                                          31, 1995                 30, 1995
                                         ----------               -----------

CURRENT LIABILITIES            
    Accounts payable                     $   140,900               $   188,400
    Accrued expenses                          51,300                    50,900
    Product warranty costs                    25,000                    25,000
    Accrued royalties                         90,000                    90,000
                                          ----------               -----------

     Total Current Liabilities           $   307,100               $   354,300
                                         -----------               -----------


STOCKHOLDERS' EQUITY
    Preferred stock, $.001
      par value; authorized
      5,000,000 shares; none
      issued and outstanding             $        --              $        --
    Common stock, $.001 par
      value; authorized
      15,000,000 shares;
      issued 6,895,411
      and 6,885,411 shares                      6,900                    6,900
    Additional paid-in capital             16,585,500               16,585,500
    Accumulated deficit                   (14,291,000)             (13,981,700)
                                          -----------              -----------
                                          $ 2,301,400              $ 2,610,700
                                          -----------              -----------

    Treasury stock at cost
     15,900 shares                            (79,300)                 (79,300)
                                          -----------              -----------

                                          $ 2,222,100              $ 2,531,400
                                          -----------              -----------

                                          $ 2,529,300              $ 2,885,700
                                          ===========              ===========









                 See Notes to Consolidated Financial Statements.

                                       -3-

<PAGE>

<TABLE>
<CAPTION>



                                               MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                                           (Unaudited)

                                                        Quarter ended                                    Three months
                                                         December 31,                                 ended December 31,
                                               ---------------------------------               ----------------------------------
                                                 1995                   1994                      1995                   1994
                                               ----------            -----------               ----------             -----------
                      
<S>                                           <C>                    <C>                      <C>                     <C>   

Net sales                                      $  163,400            $   308,200               $  163,400             $   308,200
 Cost of goods sold                               173,000                261,800                  173,000                 261,800
                                               ----------            -----------               ----------             -----------
    Gross profit                               $   (9,600)           $    46,400               $   (9,600)            $    46,400
                                               ----------            -----------               ----------             -----------

Other operating
  revenue                                      $   30,600            $    30,900               $   30,600             $    30,900
                                               ----------            -----------               ----------             -----------

Operating expenses:
  Selling, general
    and administrative                         $  294,500            $   432,300              $   294,500             $   432,300
  Research and
    development                                    51,100                 31,100                   51,100                  31,100
                                               ----------            -----------              -----------             -----------
                                               $  345,600            $   463,400              $   345,600             $   463,400
                                               ----------            -----------              -----------             -----------

   Operating (loss)                            $ (324,600)           $  (386,100)             $  (324,600)            $  (386,100)
                                               ----------            -----------              -----------             -----------

Financial income
  (expense):
  Interest income                                  15,400                 25,700                   15,400                  25,700
  Interest expense                                     --                     --                       --                      --
                                               ----------            -----------              -----------             -----------
                                               $   15,400            $    25,700              $    15,400             $    25,700
                                               ----------            -----------              -----------             -----------

(Loss) before
  income taxes                                 $ (309,200)           $  (360,400)             $  (309,200)            $  (360,400)

Income tax expense
  (Note 2)                                             --                     --                       --                      --
                                               ----------            -----------              -----------             -----------

Net (loss)                                     $ (309,200)           $  (360,400)             $  (309,200)            $  (360,400)
                                               ==========            ===========              ===========             ===========

Fully diluted loss
   per share (Note 1)

Net (loss) per share                           $     (.04)           $      (.05)             $      (.04)            $      (.05)
                                               ===========           ============             ===========             ============








                                           See Notes to Consolidated Financial Statements.
                                                               -4-


</TABLE>


<PAGE>



                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                             Three Months ended December 31,
                                             -------------------------------
                                               1995                   1994
                                            -----------            ----------

CASH FLOWS FROM OPERATING ACTIVITIES
  Net (loss)                                $(309,200)            $(360,400)
  Adjustments to reconcile net
   (loss) to net cash (used in)
   operating activities:

     Depreciation and
      amortization                             44,900                66,800
     Gain on sale of loaner
      equipment                                (4,500)              (20,400)
     Change in assets and liabilities:
      Decrease in accounts receivable         111,400                70,800
      Decrease in trade
       notes receivable                            --                    --
      (Increase) Decrease in
       inventories                              7,300               (13,700)
      Increase in reserve for
       inventory obsolescence                      --                    --
      Decrease in other assets                 23,700                13,500
      (Decrease) in accounts
       payable, accrued expenses
       and product warranty costs             (47,100)              (18,500)
                                          -----------            ----------

Net cash (used in)
 operating activities                     $  (173,500)           $ (261,900)
                                          -----------            ----------


CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sale of
   loaner equipment                       $     4,500            $    22,100
  Note advances to
   Micro-Medical Devices                           --                     --
  Changes in other assets                     (23,300)               (11,700)
  Purchase of investments                          --               (496,100)
  Purchase of equipment                       (15,000)                (4,100)
                                           -----------           -----------

Net cash (used in)
 investing activities                     $   (33,800)           $  (489,800)
                                          -----------            -----------








                 See Notes to Consolidated Financial Statements.

                                       -5-

<PAGE>



                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)


                                            Three months ended December 31,
                                           --------------------------------
                                               1995                  1994
                                           -----------            -----------

CASH FLOWS FROM FINANCING ACTIVITIES

  Proceeds from sale of common
   stock arising from exercise
   of options                              $        --            $        --
  Proceeds from stock offerings                     --                     --

Net cash provided by
  financing activities                     $        --            $        --
                                           -----------            -----------

(Decrease) Increase in cash
  and cash equivalents                     $  (207,300)           $  (751,700)

Cash and cash equivalents:

  Beginning                                  1,071,700              1,151,600
                                           -----------            -----------

  Ending                                   $   864,400            $   399,900
                                           ===========            ===========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


Cash paid during the period
  for interest                             $        --            $        --
                                           ===========            ===========


SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Loaner equipment transferred
  from inventory                           $    23,300            $        --
                                           ===========            ===========






                 See Notes to Consolidated Financial Statements.

                                       -6-

<PAGE>



                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1.  MANAGEMENT ADJUSTMENTS

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these financial
statements be read in conjunction with the Registrant's  September 30, 1995 Form
10-KSB.  The results of operations  for the periods ended  December 31, 1995 and
December 31, 1994 are not  necessarily  indicative of operating  results for the
full years.

         The Consolidated  Financial Statements and other information  furnished
herein  reflect all  adjustments  which are, in the opinion of management of the
Registrant,  necessary  for a fair  presentation  of the  results of the interim
periods covered by this report.  Adjustments to the financial statements were of
a normal recurring nature.

         For the three months ended December 31, 1995 and 1994, both primary and
fully-diluted  earnings  per share  are  calculated  based  upon  6,879,511  and
6,869,511,  respectively,  average common shares  outstanding.  Shares  issuable
under common stock options were excluded  from the  computation  of earnings per
share  because the effect was deemed to be  anti-dilutive.  At December 31, 1995
and 1994, the Registrant had 1,251,250 and 951,700,  respectively,  common stock
options outstanding.


NOTE 2.  INCOME TAXES

         Under the  provisions of the Internal  Revenue Code, the Registrant has
available  net  operating  loss  and  business  tax  credit   carryforwards   of
approximately  $14,500,000 and $188,000,  respectively,  which expire in varying
amounts from 1996 through 2010.

         The net operating loss and business tax credit carryforwards  described
above give rise to a deferred tax asset of approximately $5,500,000.  This asset
is recorded  net of a  valuation  allowance  of the same  amount,  therefore  no
amounts are reflected in the accompanying balance sheet.



                                       -7-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)




NOTE 3.  INVENTORIES

         Inventories consist of the following at December 31, 1995 and September
30, 1995:

                                     December 31,               September 30,
                                         1995                      1995
                                     ------------               ------------
Raw materials, purchased and
  replacement parts                   $  455,600                $  466,200
Finished goods                           671,300                   656,300
Work in process                           14,300                    26,000
Allowance for obsolescence              (200,000)                 (200,000)
                                       ---------                 ---------
                                      $  941,200                $  948,500
                                       =========                  =========

                                       -8-

<PAGE>



                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


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


         Financial  Condition.  (December  31, 1995 as compared to September 30,
1995) During the three months ended  December  31, 1995,  the  Registrant's  net
working capital decreased  approximately  $290,000,  due primarily to the use of
cash in  operations  and the  resulting  operating  loss.  Cash  has  been  used
primarily to fund the general  operations of the Registrant  including  research
and development, and to promote the sales and marketing of products.

         Principal  changes in the  components  of net  working  capital for the
three  months  ended  December  31, 1995  consist of a decrease in the  accounts
receivable balance by $111,400,  a decrease in total inventory levels by $7,300,
a  reduction  in  prepaid  expenses  of  $11,200,  and a  reduction  in  current
liabilities by $47,100.

         During the three month period ended  December 31, 1995,  the Registrant
experienced a negative cash flow from  operations of  approximately  $173,500 as
compared  to a negative  cash flow from  operations  of  approximately  $261,900
during the  comparable  period of the prior  fiscal  year 1995.  This  aggregate
decrease in cash used for  operations  of $88,400 was a result of the  following
factors: Inventory levels were reduced by $7,300 during FY 1996 compared to cash
used of $13,700 in FY 1995 for an overall  reduced cash  expenditure of $21,000.
Accounts  payable and accrued  expenses were reduced  during FY 1996 and FY 1995
requiring  cash  outlays of $47,100 and  $18,500  respectively.  Trade  accounts
receivable  cash  collections  totalled  $111,400  during  FY 1996  versus  cash
collections of $70,800 during FY 1995.

          To continue the Registrant's objective of curtailing operating losses,
negative cash flow from operations and liquidity erosion further,  management is
continually  reviewing product profit margins and general expense accounts,  and
will reduce or eliminate all non-essential  expenditures.  Purchasing procedures
have also been implemented to ensure minimized product costs and to avoid excess
inventory  levels.  A distribution  agreement signed last fiscal year with Micro
Medical  Devices,  Inc. will allow the Registrant  more  flexibility in matching
inventory  requirements and purchases with currently  anticipated  sales of USES
products,  thereby  reducing  inventory  carrying costs.  Sales pursuant to this
distribution  have been minimal to date.  Management  of the  Registrant is also
continuing to seek OEM customers for all product lines.

         

                                       -9-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation. (Continued)

          The Company  also entered into a revised  license  agreement  with Dr.
Edwin Adair during fiscal 1995 in an effort to reduce patent  maintenance  costs
and other associated costs. In a related  agreement,  the Registrant's  Chairman
has agreed to forego his cash  royalty  payment  for fiscal 1996 and instead has
accepted  stock  options  as a  replacement  in an effort to help  conserve  the
Company's  capital.  See the  Registrant's  September  30,  1995 form 10-KSB for
additional  information.  Without  significant  sales increases,  the Registrant
still anticipates negative cash flow from operations for fiscal 1996 and beyond.
The  Registrant's  future  viability  depends on its ability to generate cash to
fund it's operations.  In the short term, this was  accomplished  through equity
placements  during fiscal 1994, and in previous  fiscal years through loans from
the company's chairman. However, the Registrant's ability to fund its operations
will be dependant upon achieving profitability and in generating a positive cash
flow from  operations.  Unless the Registrant is able to increase sales revenues
and maintain  profitability  during fiscal 1996,  the  Registrant  may be facing
significant  working  capital  shortages  beginning and during fiscal year 1996.
There can be no assurance that the Company will be able to achieve this goal.

         The  Registrant  believes  that  its  existing  capital  resources  are
sufficient  for the  current  fiscal  year,  and the  Registrant  has planned no
significant capital expenditures.  The Registrant is not seeking additional debt
or equity  capital  at this  time.  If,  however,  the  Registrant  does  obtain
additional capital (of which there can be no assurance),  the Registrant will be
able to  allocate  more  resources  to sales and  marketing  efforts  (including
negotiations with prospective OEM relationships), and research and development.

         Results of  Operations.  As an aid to  understanding  the  Registrant's
operating results, the following table indicates the percentage relationships of
principal  revenue  and  expense  items  to  total  net  sales  included  in the
Consolidated  Statements of Operations  for the three months ended  December 31,
1995 and 1994 and the percentage changes in those items for the same years.


                                      -10-

<PAGE>

<TABLE>
<CAPTION>

                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation. (Continued)


         As a percent of
         total revenue
         for the three                                              Percentage
         month period                                              change from
      ended December 31,                                          the prior years
   1995              1994             Revenue/Expense Items      comparable period
   ----              ----             ---------------------      -----------------
<S>                 <C>               <C>                            <C>
  100.0%            100.0%            Net sales                       (47.0%)
  105.9%             84.9%            Cost of goods                   (33.9%)
   (5.9%)            15.1%            Gross profit                   (120.7%)
   18.7%             10.0%            Other operating revenue          (1.0%)
  180.2%            140.3%            Selling, general and admin      (31.9%)
   31.3%             10.1%            Research and development        +64.3%
 (198.7%)          (125.3%)           Operating (loss)                (15.9%)
    9.7%              8.3%            Other income/(expense)          (40.1%)
 (189.2%)          (116.9%)           Net (loss)                      (14.2%)

</TABLE>

          Revenue.  Total Sales for the three months ended December 31, 1995 and
1994 were $163,400 and $308,200,  respectively,  for a decrease of approximately
$144,800 or 47.0%.  The following  product  groups  incurred  significant  sales
decreases  over the comparable  period of fiscal 1995 in the following  amounts:
general  accessories  $77,900,  electronic  video  laparoscope  (EVL's) $35,100,
optical  catheters & accessories  $20,200,  and model 5970's $16,200.  Domestic,
non-OEM sales accounted for 61% and 46% of total sales,  foreign sales accounted
for 27% and 36% of total sales,  and OEM sales  accounted for 12% and 18% of the
total  sales for the  comparable  quarters  ended  December  31,  1995 and 1994,
respectively.

          Total domestic,  non-OEM sales for the three months ended December 31,
1995 and 1994 were $99,300 and  $141,600,  respectively,  decreasing  by $42,300
from the fiscal  1994  comparable  quarter.  The  Registrant  believes  that the
capital  equipment  market will rebound  somewhat during fiscal 1996 due to both
the  deferral  of the Health  Plan and  hospitals  needing  to replace  outdated
endoscopy equipment, but is currently taking steps to introduce products such as
the Universal Sterile Endoscopy System(TM) (USES), and  Coupler/Drape(TM)  which
will address the combined  issues of cost and sterility  that plague the capital
tight hospital market,  but no assurances of the success of that strategy can be
given.

          Foreign  sales for the three months  ended  December 31, 1995 and 1994
were $44,800 and $110,300,  respectively, for a decrease of $65,500 or 59%. This
decrease is due  primarily to a lack of  significant  sales by the  Registrant's
South American distributor for this first quarter of fiscal 1996, whereas during
fiscal 1995 sales by this distributor totaled $89,600. In the long run the

                                      -11-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation. (Continued)


Registrant expects continued  expansion of the foreign  distribution  network as
evidenced  by the  addition of  distributors  in  countries  such as Hong Kong /
China,  South Korea, and Saudi Arabia.  It is expected that an eventual increase
in revenues will be provided from these distributors as they become established,
although no assurances can be given as to the success of those efforts.

          Total OEM sales for the three months ended  December 31, 1995 and 1994
were $19,400 and $56,300,  respectively,  for a decrease of $36,900 or 65%. This
reduction is primarily  attributable  to the Registrants  significantly  reduced
shipments of model 5990's to Endosurgical Development Corporation (EDC) and also
as a result of reduced  accessory  sales to Weck  Endoscopy  over the comparable
quarter of the prior fiscal year.  The  Registrant  is attempting to replace the
OEM base lost during fiscal 1992 by expanding existing business with current OEM
customers and cultivating new relationships  that are in the beginning stages of
sales such as Origin  Medsystems,  Inc., a subsidiary of the Eli Lilly  Company.
The  Registrant  expects to expand  revenues  from all OEM  customers as well as
attempt  to add  others  in  the  areas  of  general  laparoscopy,  arthroscopy,
cardiovascular  surgery, dental endoscopy, as well as add a national distributor
for the Registrants  Lap-Wrap  product although no assurances can be given as to
the success of those efforts.


          Cost of Goods  Sold.  Cost of goods  sold for the three  months  ended
December 31, 1995 and 1994 totalled $173,000 and $261,800,  respectively,  for a
decrease of approximately  $88,800 or 34%. Total cost of goods sold as a percent
of sales was 106% and 85%,  respectively,  for the same periods. This total cost
of goods sold  amount for fiscal  1996 is greater  than total sales for the same
period as it includes a  significant  underapplied  overhead  amount  charged by
management for under utilized manufacturing  capacity. The increase as a percent
of sales is  primarily  due to lower  production  volumes  and  charging  excess
overhead (excess  manufacturing  capacity) to cost of goods sold.  Varying sales
mixes and sales discounts allowed OEM and foreign distributors are other factors
contributing to the cost of sales percentage  increase.  Under utilized overhead
variances  will continue to adversely  affect cost of goods sold as a percentage
of net  sales  until  such  time  that the  Registrant  increases  its sales and
production  volume or takes additional steps to reduce its fixed costs currently
included in overhead.



                                      -12-

<PAGE>


                      MEDICAL DYNAMICS, INC. AND SUBSIDIARY


ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operation. (Continued)


          Selling, General and Administrative Expenses (SG&A). SG&A expenses for
the first  three  months  ended  December  31, 1995 and 1994 were  $294,500  and
$432,300,  respectively,  for a decrease of approximately  $137,800 or 32%. This
decrease is primarily due to the lack of royalty,  insurance and other  expenses
ordinarily  incurred on behalf of the Registrant's  Chairman  foregone in fiscal
1996 in exchange for 120,000 of the Registrant's  common stock options,  per the
amended and restated  license  agreement with the Chairman (see fiscal 1995 form
10-KSB for a detailed  discussion).  Other significant expense reductions during
fiscal 1996 versus the  comparable  period of fiscal 1995 include  significantly
fewer inventory and patent  writeoffs,  reduced  depreciation  and  amortization
charges as a substantial  amount of loaner  equipment  became fully  depreciated
during  fiscal  1995,  and  cost  cutting  measures   instituted  by  Management
precipitated by lower sales and production values.  The registrant  continues to
reduce or eliminate expenses in all areas when practical.

          Research and  Development  Costs.  For the three months ended December
31, 1995 and 1994 R&D expenses  were $51,100 and $31,100,  respectively,  for an
increase of approximately $20,000 or 64%. A significant portion of this increase
is due to  projects  related to  electrical  compatibility  testing  required to
achieve TUV and CE approval  markings which are required to successfully  market
products in the  European  common  market  countries.  Additional  research  and
development  expense was  incurred on projects  related to the Optical  Catheter
System(TM) as it applies to a new cardio vascular system, and a new and improved
version of the Lap-Wrap(TM) products continues to be funded. The Registrant will
continue to fund research and development as it deems appropriate to maintain or
gain a competitive advantage.


                                      -13-

<PAGE>


                           PART II - OTHER INFORMATION



Item 5.  Other Information.

          None


ITEM 6.           Exhibits and Reports on Form 8-K

          (a)     Exhibits:  None

          (b)     Reports on Form 8-K:  None








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.



Date:  February 14, 1996                     /s/  VAN A. HORSLEY
                                             ---------------------------------
                                              Van A. Horsley, President,
                                              Principal Executive Officer,
                                              and Principal Financial Officer











































                                                      -14-





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                        <C>
<PERIOD-TYPE>                                3-MOS
<FISCAL-YEAR-END>                          SEP-30-1996
<PERIOD-END>                               DEC-31-1995
<CASH>                                         864,400
<SECURITIES>                                    10,000
<RECEIVABLES>                                  325,200
<ALLOWANCES>                                  (45,000)
<INVENTORY>                                    941,200
<CURRENT-ASSETS>                             2,219,700
<PP&E>                                       1,372,800
<DEPRECIATION>                             (1,230,400)
<TOTAL-ASSETS>                               2,529,300
<CURRENT-LIABILITIES>                          307,100
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         6,900
<OTHER-SE>                                   2,294,500
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