FARM FISH INC
10QSB, 1996-05-10
AGRICULTURAL PROD-LIVESTOCK & ANIMAL SPECIALTIES
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                                 FORM 10-QSB/A


                       SECURITIES AND EXCHANGE COMMISSION
  
                            WASHINGTON, D. C. 20001

    
                     QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                       OF THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED MARCH 31, 1996             COMMISSION FILE NUMBER 07320


                                 FARM FISH, INC.

A MISSISSIPPI CORPORATION                         E. I. NUMBER 64-0474591

                             Post Office Box 23109
                        Jackson, Mississippi 39225-3109

                        Telephone Number (601) 354-3801

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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

State the number of shares outstanding of each of the issuers classes of common
equity, as of the latest purchased date.


CLASS OUTSTANDING AS OF MARCH 31, 1996                   2,688,605 SHARES
Common Stock, No Par Value                               Number of Shares

<PAGE>

                                                 


                     

                                  FARM FISH, INC.

                                      INDEX

   
                                                              PAGE

PART I      FINANCIAL INFORMATION

            Consolidated Condensed Balance Sheets
              March 31, 1996 and December 31, 1995              1

            Consolidated Condensed Statements of Operations
              Three Months Ended March 31, 1996 and 1995        2

            Consolidated Condensed Statements of Cash Flows
              Three Months Ended March 31, 1996 and 1995        3

            Notes to the Consolidated Condensed Financial
              Statements                                        4

            Management's Discussion and Analysis of Financial
              Condition and Results of Operations              5,6
 
           
PART II     OTHER INFORMATION                                   7

            EXHIBIT 27                                          8


<PAGE>
                                     - 1 -

                        PART I     FINANCIAL INFORMATION

                                 FARM FISH, INC.
 
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                MARCH 31, 1996 (UNAUDITED) AND DECEMBER 31, 1995

                                               MARCH 31,    DEC. 31,
                                                 1996         1995  
                                               ---------    -------
                                              (UNAUDITED)   (*NOTE) 
   
                                    ASSETS
CURRENT ASSETS
 Cash                                         $   97,760    $   22,231
 Accounts Receivable - Net                       445,848       202,873
 Inventories - Note 2                          3,560,842     3,721,339
 Prepaid Expenses                                  3,584         7,626
                                              ----------    ----------
 Total Current Assets                          4,108,034     3,954,069
PROPERTY, PONDS, AND EQUIPMENT - NET           2,070,175     2,178,391
  
OTHER ASSETS                                     735,735       377,355
                                              ----------    ----------
TOTAL ASSETS                                  $6,913,944    $6,509,815  
                                              ==========    ==========

                   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts Payable                             $    3,793    $   10,801 
 Advances Payable to Shareholder &         
    Current Maturities                         2,128,637     2,215,389
 Other Accrued Expenses and Payable              688,366       112,368
                                              ----------    ---------- 
 Total Current Liabilities                     2,820,796     2,338,558

LONG TERM DEBT, Less Current Maturities          370,000       570,000
DEFERRED INCOME TAXES                              4,672       123,000

STOCKHOLDERS' EQUITY
 Common Stock - without par value, 
 authorized 5,000,000 shares, subscribed 
 and issued 2,688,605 shares at stated 
 value at March 31, 1996 and 2,688,605 
 shares at December 31, 1995.                  4,424,336     4,424,336

Additional Paid-In Capital                       475,776       475,776
Retained Earnings (Deficit)                   (1,181,636)   (1,421,855)
                                              ----------    ----------  
Total Stockholders' Equity                     3,718,476     3,478,257
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $6,913,944    $6,509,815 
                                              ==========    ==========



*See accompanying notes to consolidated condensed financial statements.

                                     - 2 -

                                 FARM FISH, INC.
 
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)          
                FOR THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                                 THREE MONTHS ENDED
                                                      MARCH 31     
                                                 ------------------
                                                 1996          1995
               

NET SALES                                    $  952,936     $  809,511
OTHER INCOME                                     94,104        146,279
                                             ----------     ----------
                                              1,047,040        955,790

COST AND EXPENSES
   Cost of Sales                                595,450        590,266
   Selling, General, and 
     Administrative Other Interest               45,775         40,297
   Interest                                      14,565         22,295
                                             ----------     ----------
   Total Cost and Expense                       655,790        652,858

INCOME BEFORE INCOME TAXES                      391,250        302,932

INCOME TAX EXPENSE                              151,031        116,497
                                             ----------     ----------
NET INCOME                                   $  240,219     $  186,435
                                             ==========     ========== 

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
  OUTSTANDING           
  (Primary and assuming full Dilution)        2,638,605      2,638,605


NET INCOME PER SHARE                         $     0.09     $     0.07  
                                             ==========     ==========

















See accompanying notes to consolidated financial statements.

                                     - 3 -

                                 FARM FISH, INC.
 
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                                  (UNAUDITED)          
                FOR THREE MONTHS ENDED MARCH 31, 1996 AND 1995

                                                 THREE MONTHS ENDED
                                                      MARCH 31     
                                                 ------------------
                                                 1996          1995
               

NET CASH PROVIDED BY OPERATING ACTIVITIES   $  276,620      $  609,433

INVESTING ACTIVITIES
 Purchase of Equipment                          (9,754)         (1,034)
 Decrease (Increase) in Other Assets            (4,585)              0
                                            ----------      ----------
NET CASH PROVIDED (USED) IN INVESTING 
  ACTIVITIES                                   (14,339)         (1,034)



FINANCING ACTIVITIES
 Proceeds from Borrowing                             0               0
 Principal Payments on Borrowing               200,000         120,000
 Advances from Shareholders                    (13,248)       (350,730)
 Payments on Shareholders Advances                   0        (341,494)
                                            -----------     ----------
NET CASH PROVIDED (USED) IN FINANCING 
  ACTIVITIES                                  (186,752)       (572,224)

INCREASE (DECREASE) IN CASH AND CASH 
  EQUIVALENTS                                   75,529          36,175

Cash and Cash Equivalents at Beginning 
  of Period                                     22,231          96,864 
                                            ----------      ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $   97,760      $  133,039
                                            ==========      ==========
















See accompanying notes to consolidated condensed financial statements.

                                     - 4 -
  
                                 FARM FISH, INC.
 
                NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
              

                     
 
NOTE 1:     BASIS OF PRESENTATION


The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interium financial information and with the instructions to Form 10-QSB and Rule
10-01 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principals
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.  Operating results for the three-month
period ended March 31, 1996 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1996.  For further information
refer to consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for year ended December 31, 1995. 




NOTE 2:     INVENTORIES


The components of inventory consist of the following:

                                                MARCH 31,    DEC. 31,
                                                  1996         1995  
                                               ---------    ---------

Live Fish                                     $3,531,981   $3,694,842

Feed and Supplies                                 28,861       26,497
                                              ----------   ----------
TOTAL INVENTORY                               $3,560,842   $3,721,339 



NOTE 3:    INCOME TAXES



The effective income tax rate for the quarter March 31, 1996 and March 31, 1995
differ from the statutory federal income tax rate due to state income tax.









                                     - 5 -

                                 FARM FISH, INC.
 
  
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  

The following is Management's Discussion and Analysis of certain significant
factors which have affected the Company's earning during the periods included in
the accompanying statement of income:

OPERATING INCOME

     During the three month period ended March 31, 1996, Farm Fish, Inc.
     made a profit before taxes of $391,250 compared to $302,932 profit
     for the same period in 1995.  Increase in profit of $88,318 was due
     mainly to a 18% increase in the volume of food fish sold for the 
     current three months compared to the same period in 1995.

     Cost of sales was 62% of sales for the current quarter compared to
     the 73% of sales for the first quarter of 1995.  The price of live 
     fish sold for the current quarter averaged $.79 per pound compared
     to $.80 per pound for the same quarter in 1995.  Fingerlings sales,
     were $88,000 for the first quarter last year compared to no sales 
     for current quarter this year.

     The average production cost of fish for the first quarter this year
     was $.50 per pound compared to $.51 average production cost per pound
     for the same quarter last year.

     The company had other income (dividends from feed cooperative) of
     $79,000 for the current quarter while other income for the first
     quarter of last year was $53,000.

























                                     - 6 -

                                 FARM FISH, INC.
 
  
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  
                            

                                    Continued




LIQUIDITY

     As of March 31, 1996 current assets exceeded current liabilities by
     $1,287,238 compared to $878,152 for the same period ended March 31,
     1995.  Most of the change was a net increase in current assets of
     $362,000.

     Delta Industries, Inc. made no payments for the company during
     the three month period this year or for same period in 1995.

     Farm Fish, Inc. had an available line of credit of $600,000 with a
     local bank as of March 31, 1996, compared to $480,000 available as of
     March 31, 1995.  In addition to this line of credit and internally
     generated funds, the company would rely on Delta Industries, Inc. 
     to supply additional working capital if needed.  The company re-
     financed its long-term debt in June 1993.  Interest on this note
     is payable quarterly beginning September 30, 1993 with the annual
     principal payments of $100,000 due April 30 of each year and final
     payment due April 30, 1999.


























                                    - 7 -

                        PART II    OTHER INFORMATION

                                FARM FISH, INC.
 


ITEM 1 - LEGAL PROCEEDINGS

     The Registrant is not aware of any pending legal proceedings, other
     than ordinary routine litigation incidental to the business, involving
     the Registrant or its subsidiary of any property or assets of the 
     Registrant or its subsidiary.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OS SECURITY HOLDERS

     There was no stockholders' meeting held during quarter ended March 31,
     1996.


ITEM 6 - EXHIBIT AND REPORT ON FORM 8-K

     Exhibit 27 - Financial Data Schedule - (Page 8 Attached)

     There was not report on Form 8-K for the quarter ended March 31, 1996.

 

                                 SIGNATURES

In accordance with the requirement of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.  

                                            FARM FISH, INC.
                                            ---------------
                                              (Registrant)
                                          


May 8, 1996                                 __________________________
- -----------
   Date                                     C. E. Horne, Secretary and
                                            Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          97,760
<SECURITIES>                                   735,735
<RECEIVABLES>                                  445,848
<ALLOWANCES>                                         0
<INVENTORY>                                  3,560,842
<CURRENT-ASSETS>                             4,108,034
<PP&E>                                       2,070,175
<DEPRECIATION>                                  71,584
<TOTAL-ASSETS>                               6,913,944
<CURRENT-LIABILITIES>                        2,820,796
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                         0
<SALES>                                              0
<TOTAL-REVENUES>                                     0
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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