MOTO PHOTO INC
10-Q/A, 1995-05-23
PHOTOFINISHING LABORATORIES
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                                   FORM 10-Q
                                  AMENDMENT #1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.20549
(Mark One)

{X} QUARTERLY REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
     For the quarterly period ended           March 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       0-11927

                              Moto Photo Inc.

             (Exact name of registrant as specified in its charter)

        Delaware                                   31-1080650
 (State or other jurisdiction of      (IRS Employer Identification Number)
  Incorporation or organization)

                       4444 Lake Center Dr. Dayton, OH  45426

             (Address of principal executive offices with Zip Code)

                                (513) 854-6686
              (Registrant's telephone number, including area code)

                                   No Change

             (Former name, former address, and former fiscal year,
                         if changed since last report)

     Indicate by check mark whether the registrant (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
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes  X     No

                    APPLICABLE ONLY TO ISSUERS IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS.

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                Yes      No
                                   -----   -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock:

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>


       


EXHIBIT 11 --  COMPUTATION OF PER           Three        Three
SHARE EARNINGS                             Months        Months
                                            Ended        Ended
                                         Mar 31 1995   Mar 31 1994

<CAPTION>
<S>                                     <C>           <C>
PRIMARY                                                   
Average common shares and equivalents      7,388,334    5,636,377
outstanding                                                   
                                                               
Net effect of dilutive common stock                            
equivalents -- based on the treasury                           
stock method using average market                               
price                                        (A)          (B)   
                                                                
                                                               
                                                               
   TOTAL                                   7,388,334    5,636,377
                                                              
                                                              
                                                               
NET INCOME                              $   (392,968) $  (309,956)
                                                             
Adjustment to Income Applicable to                           
Common Stock                                 673,219            0
                                                                 
Less preferred stock dividend                                
requirements                                 (87,824)    (276,944)
                                                              
                                                              
NET INCOME (LOSS) APPLICABLE TO COMMON  $    192,427  $  (586,900)
STOCK                                                        
PER SHARE AMOUNT                        $       0.03  $     (0.10)
                                                             
                                                              
                                                              
FULLY DILUTED                                                
Average common shares and equivalents                        
outstanding                                7,388,334    5,636,377
                                                             
Net effect of dilutive common stock                          
equivalents --                                               
based on the treasury stock method                           
using the year end                                           
market price, if higher than average                           
market price                                     (A)          (A)
                                                             
Assumed conversion of Series E, F and                        
G convertible preferred shares             5,671,747    4,232,804
                                                               
                                                               
Assumed conversion of $1.20 cumulative                       
convertible preferred shares                       0      835,000
                                                               
                                                              
TOTAL                                     13,122,785   10,704,181
                                                               
                                                               
                                                               
NET INCOME (LOSS)                       $   (392,968) $  (309,956)
                                                                
Adjustment to Income Applicable to                              
Common Stock - $1.20 Preferred               673,219          -0-
                                                                 
Adjustment to Income Applicable to                              
Common Stock - Series E,F,& G                                     
Previously Accreted Dividends              1,380,853      761,128                  
                                                                  
                                                                
                                                                
FULLY DILUTED NET INCOME                $  1,661,104  $   451,172
                                                                  
                                                                
                                                                
PER SHARE AMOUNT                        $       0.13  $      0.04
                                                               
                                                               
                                                                        
(A) Less than 3%.                                               
(B) The effects of conversions of common stock equivalents to    
common stock and conversion ofpreferred shares to common stock
are anti-dilutive to the earnings per share calculations.


</TABLE>


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