BIO LOGIC SYSTEMS CORP
10QSB, 1997-01-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>

                         SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549


                                     FORM 10Q-SB


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 
 
For Quarter Ended November 30, 1996

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES 
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ to _____

                            Commission File No. 0-12240
                                          
                              BIO-LOGIC SYSTEMS CORP.
         (Exact name of small business issuer as specified in its charter)

              Delaware                                36-3025678
    (State or other jurisdiction of    (I.R.S. Employer Identification Number)
    incorporation or organization)

    One Bio-logic Plaza, Mundelein, Illinois          60060
    (Address of principal executive offices)          (zip code)

Registrant's telephone number, including area code (847-949-5200)

(Former address, if changed since last report): not applicable

    Check whether the issuer (1) has filed all 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 period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

                          YES   X                NO  
                               ---                  ---
    State the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                   Class                    Outstanding at January 10, 1997
         Common Stock $.01 par value             3,943,209

                    Traditional Small Business Disclosure Format
                                          
                          Yes   X                No  
                               ---                  ---


<PAGE>

                                  TABLE OF CONTENTS

PART I.  FINANCIAL INFORMATION
                                                                            Page

    ITEM 1.   FINANCIAL STATEMENTS (UNAUDITED)

         Condensed Consolidated Balance Sheets at November 30, 1996
         and February 29, 1996                                                3

         Condensed Consolidated Statements of Operations and 
         Retained Earnings for the three and nine months ended
         November 30, 1996 and 1995                                           4

         Condensed Consolidated Statements of Cash Flows for 
         the nine months ended November 30, 1996 and 1995                     5

         Notes to Condensed Consolidated Financial Statements                 6

    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                               9


PART II. OTHER INFORMATION

    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                 12


SIGNATURES



<PAGE>

PART 1.  FINANCIAL INFORMATION
ITEM 1   FINANCIAL STATEMENTS

                        CONDENSED CONSOLIDATED BALANCE SHEETS


                                                    NOVEMBER 30,    FEBRUARY 29,
                                                       1996             1996
                                                   -------------   -------------
                                                    (Unaudited)
ASSETS

    CURRENT ASSETS

         Cash and cash equivalents                $    699,422    $  3,249,071
         Marketable securities                       1,300,000       1,711,760
         Accounts receivable, less allowance
              for doubtful accounts of 
              $129,680 at November 30, 1996  
              and $128,243 at February 29, 1996      3,807,981       3,197,495
         Inventories                                 3,088,947       2,887,528
         Prepaid expenses                              124,223         129,044
         Deferred income taxes                         239,609         239,609
                                                   ------------   ------------

                        Total current assets         9,260,182      11,414,507

    PROPERTY, PLANT AND EQUIPMENT - Net              1,838,912       1,863,811

    MARKETABLE SECURITIES                            1,501,584 

    OTHER ASSETS                                     1,135,477       1,101,668
                                                   ------------   ------------
                        TOTAL ASSETS               $13,736,155     $14,379,986
                                                   ------------   ------------
                                                   ------------   ------------

LIABILITIES AND SHAREHOLDERS' EQUITY

    CURRENT LIABILITIES
         Current maturities of long-term debt    $     124,265   $     118,236
         Accounts payable                              617,727         544,346
         Accrued salaries & payroll taxes              566,049         500,412
         Accrued interest & other expenses             269,640         380,205
         Accrued income taxes                           78,125         213,735
         Deferred revenue                              302,154         228,658
                                                   ------------   ------------

                        Total current liabilities    1,957,960       1,985,592

    LONG-TERM DEBT - 
       Less current maturities                         595,423         689,877
    COMMITMENTS
    DEFERRED INCOME TAXES                              307,206         307,206
                                                   ------------   ------------

                        Total liabilities            2,860,589       2,982,675
                                                   ------------   ------------

    SHAREHOLDERS' EQUITY:
    Capital stock, $.01 par value. 
         authorized 10,000,000 shares, 
         issued and outstanding 4,229,319 
         shares at,November 30, 1996 and 
              4,229,119 at February 29, 1996            42,294         42,291 
    Additional paid-in capital                       5,478,464      5,477,516 
    Retained Earnings                                6,237,513      5,877,504 
                                                   ------------   ------------

              Total shareholders' equity            11,758,271     11,397,311 

    Less treasury stock, at cost: 286,310 shares      (882,705)
                                                   ------------   ------------

              Shareholders equity - net             10,875,566     11,397,311
                                                   ------------   ------------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY         $13,736,155    $14,379,986
                                                   ------------   ------------
                                                   ------------   ------------

           The accompanying notes are an integral part of these statements. 


                                          3

<PAGE>

       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                                    (UNAUDITED)



                            Three Months Ended         Nine Months Ended      
                               November 30,               November 30,  
                         ------------------------------------------------------
                            1996           1995           1996          1995
                         ----------     ----------    -----------   -----------
NET SALES                $4,321,251     $4,008,417    $10,740,897   $11,120,166

COST OF SALES             1,462,115      1,390,843      3,707,826     3,816,175
                         ----------     ----------    -----------   -----------
Gross Profit              2,859,136      2,617,574      7,033,071     7,303,991
                         ----------     ----------    -----------   -----------


OPERATING EXPENSES:
  Selling, general & 
     administrative       1,835,130      1,895,315      5,237,513     5,130,310
  Research & development    558,588        393,563      1,391,931     1,139,845
                         ----------     ----------    -----------   -----------

Total operating expenses  2,393,718      2,288,878      6,629,444     6,270,155
                         ----------     ----------    -----------   -----------


OPERATING INCOME            465,418        328,696        403,627     1,033,836

OTHER INCOME (EXPENSE):
  Interest income            52,140         46,251        167,019       137,046
  Interest expense         (12,190)       (12,708)        (40,201)      (46,447)
  Miscellaneous               1,778            358          2,522        (1,864)
                         ----------     ----------    -----------   -----------

    TOTAL OTHER INCOME       41,728         33,901        129,340        88,735

INCOME BEFORE INCOME TAXES  507,146        362,597        532,967     1,122,571

PROVISION FOR INCOME TAXES  148,500        117,200        172,958       359,300
                         ----------     ----------    -----------   -----------

NET INCOME              $   358,646    $   245,397  $     360,009   $   763,271
                         ----------     ----------    -----------   -----------
                         ----------     ----------    -----------   -----------

RETAINED EARNINGS,
BEGINNING OF PERIOD      5,878,867       5,503,287      5,877,504     4,985,413
                         ----------     ----------    -----------   -----------

RETAINED EARNINGS,
END OF PERIOD            $6,237,513     $5,748,684     $6,237,513    $5,748,684
                         ----------     ----------    -----------   -----------
                         ----------     ----------    -----------   -----------

EARNINGS PER SHARE:
 
Primary and Fully 
     Diluted                  $0.09          $0.06          $0.09         $0.18

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

           The accompanying notes are an integral part of these statements.


                                          4

<PAGE>
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (UNAUDITED)

                                                     Nine Months Ended 
                                                        November 30,   
                                                 --------------------------
                                                   1996             1995     
                                                 -------          --------
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income                                      $  360,009     $   763,271 

Adjustments to reconcile net income to 
     net cash flows from (used in) 
     operating activities:
          Depreciation and amortization           271,789          264,216 
          Provision for bad debts                  83,000           21,000 
          Provision for inventory valuation       222,975          160,390
          Deferred income taxes
          (Increases) decreases in assets:
               Accounts receivable               (693,486)        (454,784)
               Inventories                       (424,394)        (225,177)
               Prepaid expenses                     4,821           31,066 
          Increases (decreases) in liabilities:
               Accounts payable and overdrafts     73,381         (219,183)
               Accrued liabilities and 
                  deferred revenue                 28,568          (27,542) 
               Accrued income taxes              (135,610)          45,961
                                                ----------       ----------
               Net cash flows from (used in) 
                  operating activities           (208,947)         359,218  
                                               ----------        ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                        (151,338)        (104,528)
     Other assets                                (129,361)        (356,902)
     Purchases of marketable securities 
          held to maturity                     (1,501,584)                
     Proceeds from maturities of investments      411,760          398,527
                                               ----------        ----------
               Net cash flows used in 
                  investing activities         (1,370,523)         (62,903)
                                               ----------        ----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from exercise of stock options          951          133,292
     Purchase of treasury stock                  (882,705)                
     Payments of long-term debt                   (88,425)         (82,751)
                                               ----------        ----------

               Net cash flows from (used in) 
                  financing activities           (970,179)          50,541
                                               ----------        ----------

INCREASE (DECREASE) IN CASH AND 
CASH EQUIVALENTS                               (2,549,649)         346,856

CASH AND CASH EQUIVALENTS -
Beginning of period                             3,249,071        1,187,388 
                                                ----------       ----------

CASH AND CASH EQUIVALENTS - End of period     $   699,422       $1,534,244
                                               ----------       ----------
                                               ----------       ----------

SUPPLEMENTAL DISCLOSURES OF CASH FLOWS:
     Cash paid during the period for:
          Interest                          $      44,398     $     50,119
                                               ----------       ----------
                                               ----------       ----------

          Income Taxes                       $    300,780      $   313,339
                                               ----------       ----------
                                               ----------       ----------

           The accompanying notes are an integral part of these statements. 
                                          5
<PAGE>

                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1.   The information furnished in this report reflects all adjustments which
     are, in the opinion of management, necessary to a fair statement of the
     results for the interim periods.  The results of operations for the three
     and nine months ended November 30, 1996 are not necessarily indicative of
     the results to be expected for the full year.


2.   INVENTORIES

     Inventories, consisting principally of components, parts and supplies, are
     stated at the lower of cost, determined by the first-in, first-out method
     or market.

3.   NET INCOME PER SHARE

     Primary earnings per share are based on the weighted average number of
     common and dilutive common equivalent shares outstanding during each
     quarter.  The weighted average shares for computing primary earnings per
     share were 4,028,336 and 4,375,436 for the quarters ended November 30, 1996
     and November 30, 1995, respectively, and 4,189,846 and 4,334,203 for the
     nine months ended November 30, 1996 and 1995, respectively.

     Fully diluted earnings per share are based on the weighted average number
     of common and dilutive common equivalent shares calculated at quarter-end
     market prices.  The weighted average shares for computing fully diluted
     earnings per share were 4,028,336 and 4,380,583 for the quarters ended
     November 30, 1996, and 1995, respectively, and 4,189,846 and 4,356,609 for
     the nine months ended November 30, 1996 and 1995.

4.   ACCOUNTING FOR INCOME TAXES

     The Company follows Statement of Financial Accounting Standards (SFAS) No.
     109, "Accounting for Income Taxes," which requires an asset and liability
     approach of accounting for income taxes.  Deferred tax assets and
     liabilities are computed annually for differences between financial
     statement basis and tax basis of assets, liabilities and available general
     business tax credit carry-forwards. A valuation allowance is established
     when necessary to reduce deferred tax assets to the amount expected to be
     realized. 

5.   MARKETABLE SECURITIES

     Effective March 1, 1994, the Company adopted Statement of Financial
     Accounting Standards No.115, "Accounting for Certain Investments in Debt
     and Equity Securities" (SFAS No. 115.)

     As required by SFAS 115, securities are classified into three categories:
     trading, held-to-maturity, and available for sale.  Debt securities that
     the Company has the positive intent and ability to hold to maturity are
     classified as held-to-maturity debt securities.  The Company's entire
     portfolio of debt securities has been classified as held-to-maturity and
     are stated at cost, with premiums amortized and discounts accredited using
     the simple-interest method.


                                          6

<PAGE>

 

INVESTMENT SECURITIES HELD-TO-MATURITY

The amortized cost, unrealized gains, unrealized losses and estimated fair
values of investment securities are summarized as follows:


                                             Gross        Gross        Estimated
                                          Unrealized   Unrealized         Fair
                          Amortized cost     Gain        Losses           Value
                          --------------  ----------   ----------    -----------
NOVEMBER 30, 1996
US Government securities      $2,801,584     $10,131       $0        $2,811,715
                                                                  
NOVEMBER 30, 1995                                                 
US Government securities      $2,956,573       $ 551       $0        $2,957,124


At November 30, 1996, the maturities of marketable securities held-to-maturity
are as follows:

                                                             Estimated Fair
Term to Maturity                       Amortized Cost             Value
                                       --------------      ----------------
     Due one year or less                  $1,300,000            $1,300,000
     Due after one year through 
           five years                       1,501,584             1,511,715
                                       --------------      ----------------

                       Total               $2,801,584            $2,811,715
                                       --------------      ----------------
                                       --------------      ----------------


6.   ACCOUNTING FOR FINANCIAL DERIVATIVES

     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
     119, "Disclosure About Derivative Financial Instruments and Fair Value of
     Financial Instruments," effective March 1, 1996.  This standard requires
     disclosures about derivative financial instruments-futures, forward, swap
     and option contracts, and other financial instruments with similar
     characteristics.  The impact of adopting SFAS No. 119 upon the Company was
     not material.


7.   ACCOUNTING FOR THE IMPAIRMENT OF LONG LIVED ASSETS

     The Company adopted Statement of Financial Accounting Standards (SFAS) No.
     121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to be Disposed Of," effective March 1, 1996.  This standard requires
     that carrying values of long-lived assets and certain identifiable,
     intangible assets be evaluated based on the future (undiscounted and
     without interest charges) cash flows expected to be realized from the use
     of the asset and its eventual disposition.  If the sum of the expected
     future cash flows from an asset is less than the carrying value an
     impairment loss must be recognized.  There is no material impact of
     adopting SFAS No. 121 upon the Company's financial position or results of
          operations. 


                                          7

<PAGE>

8.   ACCOUNTING FOR STOCK-BASED COMPENSATION

     Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for
     Stock-Based Compensation," was issued and became effective March 1, 1996
     upon the Company's financial statements.  As permitted by the statement,
     the Company continues to measure employee compensation cost for stock
     option plans in accordance with Accounting Principles Board Opinion No. 25,
     "Accounting for Stock Issued to Employees."


9.   STOCK REPURCHASE

     On May 16, 1996 the Board of Directors of the Company authorized the
     repurchase, from time to time, of shares of the Company's common stock.  As
     of November 30, 1996, the Company purchased an aggregate of 286,310 shares
          of its common stock at a total cost of $882,705. 


                                          8

<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     Except for the description of historical facts contained herein, this Form
10Q-SB contains certain forward looking statements that involve risks and
uncertainties as detailed herein and from time to time in the Company's filings
with the Securities and Exchange Commission and elsewhere.  Such statements are
based on management's current expectations and are subject to a number of
factors and uncertainties which could cause actual results to differ materially
from those described in the forward-looking statements.  These factors include,
among others, the Company's fluctuations in sales and operating results, risks
associated with international operations and regulatory, competitive and
contractual risks.

LIQUIDITY AND CAPITAL RESOURCES

     As of November 30, 1996 the Company had working capital of $7,302,222
including $1,999,422 in cash, cash equivalents and short-term investments.  In
addition, as of November 30, 1996, the Company had long-term investments of
$1,501,584 in US Government Treasury Notes.  The Company believes its capital
and liquidity requirements for the foreseeable future will be satisfied by
available and internally generated funds.  To the extent the Company's capital
and liquidity requirements are not satisfied internally, the Company may utilize
a $1,000,000 unsecured bank line of credit, all of which is currently available.
Borrowings under this line will bear interest at the bank's prime rate.

     Cash flow for the nine months ended November 30, 1996 decreased by 
$2,549,649 and net cash flow from operations decreased by $208,947.  The 
Company repurchased its stock for an aggregate of $882,705 reducing cash flow 
from financing activities, while sales in the quarter ended November 30, 1996 
increased accounts receivable by $693,486 and decreased cash flows from 
operating activities.  Finally, increased purchases of inventory of $424,394 
in anticipation of future sales resulted in reduced cash flows from operating 
activities.

RESULTS OF OPERATIONS

     Net sales for the three month period ended November 30, 1996 ("1996 three
months") increased by approximately 8% to $4,321,251 from $4,008,417 in the
three month period ended November 30, 1995 ("1995 three months"), while net
sales for the nine month period ended November 30, 1996 ("1996 nine months")
decreased by 3% to $10,740,897 compared to $11,120,166 in the nine month period
ended November 30, 1995 ("1995 nine months.")  Domestic sales for both the 1996
three and nine months decreased by 5% to $3,141,103 and $8,038,149,
respectively,  compared to $3,308,546 and $8,497,486 for the 1995 three and nine
months, respectively.  Foreign sales of $1,180,148 and $2,702,748 contributed
27% and 25% of net sales for the 1996 three and nine months, respectively, a
increase of 69% and 3% from $699,871 and $2,622,680 for the 1995 three and nine
months, respectively.  The Company's decrease in net sales for the 1996 nine
months compared to the 1995 nine months was due in part to the sales
reorganization that began in fiscal year ended February 29, 1996.  Net sales of
the Ceegraph -TM-, SleepScan -TM-, and Explorer -TM- product lines were all


                                          9

<PAGE>



negatively impacted in the short run from this reorganization, primarily 
during the first quarter of the 1996 nine months.  Increased Ceegraph -TM- and 
Navigator -Registered Trademark- sales in the quarter ended November 30, 1996 
partially offset the negative results from the first quarter.

     Cost of sales as a percentage of net sales decreased to 34% for the 1996 
three months from 35% for the 1995 three months and increased to 35% for 
the 1996 nine months from 34% for the 1995 nine months.  This slight increase 
in cost of sales as a percentage of net sales in the 1996 nine month period 
was the partial result of sales of lower margin products and similar levels 
of fixed manufacturing costs allocated over lower net sales.

     Selling, general and administrative expenses decreased by 3% to 
$1,835,130 for the 1996 three months from $1,895,315 during the 1995 three 
months. and increased by 2% to $5,237,513 for the 1996 nine months from 
$5,130,310 during the 1995 nine months.  Selling, general and administrative 
expenses as a percentage of net sales decreased to 42% for the 1996 three 
months from 47% for the 1995 three months and increased to 49% for the 1996 
nine months from 46% for the 1995 nine months.  This increase in the nine 
month period reflects additional employee and travel costs relating to the 
Company's expanded sales efforts, plus increases in marketing expenses for 
product promotions and exhibitions.

     Research and development costs increased by 42% and 22% to $558,588 and
$1,391,931 for the 1996 three and nine months, respectively, from $393,563 and
$1,139,845 for the 1995 three and nine months, respectively.  As a percentage of
net sales, total research and development costs increased to 13% for both the
1996 three and nine months compared to 10% for both the 1995 three and nine
months. The increase in costs were partially due to increases in the number of
employees and higher individual salaries. offset by the capitalization of
certain research and development costs aligned with specific identifiable future
products.  The capitalization of these future products amounted to approximately
$0 and $144,400 for 1996 three and nine months, respectively, compared to
$83,400 and $218,400 for the 1995 three and nine months, respectively.

     The Company's operating income increased by 42% to $465,418 for 1996 
three months compared to $328,696 for the 1995 three months.  In contrast, 
the Company's operating income decreased by 61% to $403,627 for the 1996 nine 
months compared to $1,033,836 for 1995 nine months.  This decrease in 
operating income for the 1996 nine months is due to lower net sales, higher
selling, general and administrative expenses and increased research and 
development costs.

     Net interest income increased to $39,950 and $126,818 for 1996 three and
nine months, respectively, compared to $33,543 and $90,599 for 1995 three and
nine months, respectively.  This increase reflects higher investment returns on
marketable securities and lower interest expense on long term debt.

     The Company had income tax of $148,500 and $172,958 or 29% and 32% of 
net income before taxes for the 1996 three and nine months, respectively, 
compared to $117,200 and $359,300 or 32% of net income before taxes for both 
the 1995 three and nine months, respectively.  The Company's income tax rate 
differ from the federal statutory rate of 35% due to the differences between 
financial statement basis and tax basis of assets, liabilities and available 
general business tax credit carry-forwards.

                                          10

<PAGE>

     The Company had net income of $358,646 and $360,009 or $.09 per share for
both the 1996 three and nine months, respectively, compared to net income of
$245,397 and $763,271 or $0.06 and $0.18 per share for the 1995 three and nine
months, respectively.  The Company attributes the lower earnings in the nine
month period to lower net sales, higher selling, general and administrative
expenses, and increased research and development costs as previously discussed. 



                                          11

<PAGE>



ITEM 6.  EXHIBITS AND REPORTS ON 8-K

(a)  Exhibits

     3.1    Certificate of Incorporation, Certificate of Amendment to
            Certificate of Incorporation, Agreement of Merger and Certificate
            of Merger and By-Laws (1)
     3.2    Certificate of Amendment to Certificate of Incorporation (7)
     10.1   Lease between the Company and Harris Trust & Savings Bank dated
            August 9, 1983 (2)
     10.2   Technology License Agreement between the Company and Neurographic
            Technologies dated August 13, 1984 (3) 
     10.3   Real Estate Sale Contract between the Company and First National
            Bank of Lake Forest, as Trustee, dated December 23, 1985 (4)
     10.4   Loan Agreement between the Company and Village of Mundelein,
            Illinois dated as of December 1, 1985 (4)
     10.5   Mortgage and Security Agreement between the Company and Village of
            Mundelein, Illinois dated as of December 1, 1985 (4)
     10.6   Bond Purchase Agreement between the Company and First American Bank
            of Dundee dated as of December 1, 1985 (4)
     10.75  Agreement among Gabriel Raviv, Gil Raviv, Charles Z. Weingarten and
            the Company (5)
     10.8   Employment Agreement between the Company and Gabriel Raviv (5)
     10.9   Employment Agreement between the Company and Gil Raviv (5)
     10.10  Form of Export Property Sale, Commission and Lease Agreement
            between the Company and Bio-logic International Corporation (6)
     10.11  Agreement and General Release between the Company and Gil Raviv (9)
     10.12  Letter dated May 2, 1994 from First American Bank to the Company 
            (10)
     10.13  Letter of Intent dated June 30, 1994 by and among the Company,
            Luther Medical Products, Inc. and Neuro Diagnostics, Inc. (11)
     10.14  Asset Purchase Agreement dated as of July 1, 1994 by and among the
            Company, NDI Acquisition Corp., Luther Medical Products, Inc. and
            Neuro Diagnostics, Inc. (12)
     21.    Subsidiaries of the Company (8)
     27.    Financial Data Schedule 

                                          12

<PAGE>


_________________________
(1)  Incorporated by reference from the Company's Registration Statement on Form
     S-18 filed on August 7, 1981 (File No. 2-73587-C).
(2)  Incorporated by reference from the Company's Report on Form 10-Q for the
     quarter ended August 31, 1983.
(3)  Incorporated by reference from the Company's Annual Report on Form 10-K for
     the year ended February 28, 1985.
(4)  Incorporated by reference from the Company's Report on Form 10-Q for the
     quarter ended November 30, 1985.
(5)  Incorporated by reference from the Company's Registration Statement on Form
     S-1 (File No. 33-5471).
(6)  Incorporated by reference from the Company's Report on Form 10-Q for the
     quarter ended May 31, 1986.
(7)  Incorporated by reference from the Company's Annual Report on Form 10-K for
     the Fiscal Year ended February 28, 1987.
(8)  Incorporated by reference from the Company's Annual Report on Form 10-K for
     the Fiscal Year ended February 28, 1990.
(9)  Incorporated by reference from the Company's Annual Report on Form 10-K for
     the Fiscal Year ended February 28, 1993.
(10) Incorporated by reference from the Company's Annual Report on Form 10-K for
     the Fiscal Year ended February 28, 1994.
(11) Incorporated by reference from the Company's Report on Form 10-Q for the
     quarter ended May 31, 1994.
(12) Incorporated by reference from the Company's Report on Form 10-Q for the
     quarter ended August 31, 1994.
(13) Incorporated by reference from the Company's Annual Report on Form 10K-SB
     for the Fiscal Year ended February 28, 1996.
(b)  The Registrant did not file any reports on Form 8-K during the three months
     ended November 30, 1996

                                        13
<PAGE>

Signatures

                                      SIGNATURES

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



          Date:  January 10, 1997       By:  /s/ Gabriel Raviv
                                             --------------------------
                                              Gabriel Raviv, President


          Date:  January 10, 1997       By:  /s/ William K. Roenitz,
                                             --------------------------
                                             William K. Roenitz,
                                             Controller and Treasurer


                                          14


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          FEB-28-1997
<PERIOD-END>                               NOV-20-1996
<CASH>                                         699,422
<SECURITIES>                                 2,801,584
<RECEIVABLES>                                3,807,981
<ALLOWANCES>                                   129,680
<INVENTORY>                                  3,088,947
<CURRENT-ASSETS>                             9,260,182
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