INSTRUCTIVISION INC
10-Q, 1996-08-15
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                          UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-Q 
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of 
The Securities Exchange Act of 1934  
  
For the Quarterly Period Ended June 30, 1996    
  
Commission file Number     2-98176NY 
  
                      Instructivision, Inc. 
     -------------------------------------------------------                 
     (Exact name of registrant as specified in its charter)  
  
       New Jersey                            22-2386359
- -------------------------------             ------------------  
(State or other jurisdiction of             (I.R.S. Employer  
incorporation or organization)              Identification No.)  
  
3 Regent Street, Livingston, NJ                    07039 
- ----------------------------------------           ----------
(Address of principal executive offices)           (Zip Code)  

  
Registrant's telephone number, including area code:  
(201) 992 9081 


     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 [ ]  


     As of June 30, 1996 there were 3,350,000 shares of Common 
Stock, par value less than $.001 per share, outstanding. 

<PAGE>



            Part I. - FINANCIAL INFORMATION

Note:  The following unaudited financial statements have been 
prepared in accordance with generally accepted accounting principles 
for interim financial information and with the instructions to 
Form 10-Q and Rule 10-01 of Regulation S-X.  Accordingly, they do 
not include all of the information and footnotes required by 
generally accepted accounting principles for complete financial 
statements. In the opinion of management, all adjustments necessary 
for a fair presentation have been included.  Operating results for 
the nine months ended June 30, 1996 are not necessarily 
indicative of the results that may be expected for the year ended 
September 30, 1996. For further information refer to the financial 
statements and footnotes thereto included in the Company's annual 
report on Form 10-K for the year ended September 30, 1995.

<PAGE>


<TABLE>
<CAPTION>
                       INSTRUCTIVISION, INC
                         BALANCE SHEETS
                     
                             ASSETS
                                            June 30,    September 30,
                                              1996          1995
                                           -----------  ------------   
                                           (unaudited) 
<S>                                        <C>           <C> 
Current assets
Cash                                       $    2,160    $    1,246 
Accounts receivable - unaffiliated            254,128       263,577
Accounts receivable - affiliated               44,637        53,182
Inventory                                     298,904       411,918
Prepaid expenses                                5,644         9,566
Deferred income taxes                          23,000        23,000
                                           -----------   ----------- 
 Total current assets                         628,473       762,489

Property and equipment at cost, less   
 accumulated depreciation                     333,072       425,741

Other assets                    
Capitalized software - net of amortization    190,651       114,804
Deposits                                       13,125        13,125
Deferred income taxes                         129,000        95,000
                                           -----------   -----------    
 Total other assets                           332,776       222,929
                                           -----------   ----------- 
 Total assets                              $1,294,321    $1,411,159
                                           ===========   =========== 
<CAPTION>
                 LIABILITIES AND STOCKHOLDERS' EQUITY
<S>                                        <C>           <C> 
Current liabilities 
Accounts payable                           $  102,356    $   83,241
Accrued expenses                               48,131        94,174
Notes payable - current portion                43,454        43,633
Notes payable - shareholder                    54,250        50,550
                                           -----------   -----------
 Total current liabilities                    248,191       271,598

Notes payable, less current portion            56,970        86,482
                                           -----------   -----------
 Total liabilities                            305,161       358,080
                                           -----------   -----------
Stockholder's equity   
Common Stock, $.001 par value, 10,000,000
shares authorized, 3,350,000 shares 
issued and outstanding                          3,350         3,350
Additional paid-in capital                  1,425,218     1,425,218
Accumulated deficit                          (439,408)     (375,489)
                                           -----------   -----------
 Total stockholder's equity                   989,160     1,053,079
                                           -----------   -----------  
 Total liabilities and stockholders equity $1,294,321    $1,411,159
                                           ===========   ===========
</TABLE>

[FN]
       See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
                         INSTRUCTIVISION, INC.
                        STATEMENT OF OPERATIONS  

          For the Nine Months Ended June 30, 1996 and 1995
                             (unaudited)

                                       June 30,        June 30,
                                        1996            1995
                                       ---------     ----------
Revenues
Net sales
<S>                                    <C>           <C>

 Products                              $ 382,030     $ 310,722
 Services - unaffiliated                 382,839       435,687
                                       ----------    ----------
   Total revenues                        829,923       849,312

Cost and expenses
Cost of sales    
 
 Products                                254,049       177,051
 Services - unaffiliated                 301,683       254,167
 Services - affiliated                    11,640        60,112
                                       ----------    ----------
    Total cost of sales                  567,372       491,330

General and administrative expenses      347,767       351,210
Interest expenses                         12,703         6,495
                                       ----------    ----------
    Total costs and expenses             927,842       849,035

Income before income taxes               (97,919)          277

Provision for income taxes               (34,000)        8,000 
                                       ----------    ----------
Net income                             $ (63,919)    $  (7,723)
                                       ==========    ==========
                                                      less than
Earnings per share                      $ (.02)         (.01)
                                       ==========    ==========
</TABLE>
[FN]
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>                                            
                         INSTRUCTIVISION, INC.
                       STATEMENT OF OPERATIONS
          For the Three Months Ended June 30, 1996 and 1995
                           (unaudited)
                        
                                       June 30,        June 30, 
                                         1996            1995      
                                     -----------     ------------  
Revenues
<S>                                   <C>            <C>
Net sales 
 Products                             $ 120,017      $    80,068
 Services - unaffiliated                137,340          180,966
 Services - affiliated                   29,054           11,835
                                      ----------     ------------  
 Total revenues                         286,411          272,869

Costs and expenses 
Cost of sales 
   Products                              94,660           63,813
   Services - unaffiliated              103,143          106,790
   Services - affiliated                  5,203            7,953
                                     -----------     ------------
 Total cost of sales                    203,006          178,556

General and administrative expenses     111,638          109,453
Interest expenses                         3,172            4,737
                                     -----------     ------------  
 Total costs and expenses               317,816          292,746
                                     -----------     ------------  
Income (loss) before income taxes       (31,405)         (19.877) 

Provision for income taxes              (10,000)          (5,000)  
                                     -----------     ------------
Net income (loss)                     $ (21,405)      $  (14,877) 
                                     ===========      ===========
                                                      less than     
Earnings per share                     $ ( .01)         $(.01)
                                     ===========      ===========   
</TABLE>

[FN]
         See accompanying notes to financial statements
<PAGE>
[CAPTION]

                      INSTRUCTIVISION, INC.
                      STATEMENT OF CASH FLOWS
             For the Nine Months Ended June 30, 1996 
              and the Year Ended September 30, 1995
<TABLE>                                        
                                         June 30,   September 30,            
                                           1996        1995     
                                         ---------  ------------  
<S>                                      <C>        <C>       
Operating activities
Net income                               $(63,919)  $  18,902
Adjustments to reconcile net income to
net cash provided by operatg.activities 
Depreciation                               99,009     112,353          
Amortization of capitalized software       31,512      38,556      
Deferred income taxes                     (34,000)      9,000            
Changes in operatg.assets and liabilities:
(In)decrease in accounts receivable
 - unaffiliated                             9,449     (45,265)  
 - affiliated                               8,545      67,398  
De(In)crease in inventory and prepaid 
  expenses                                116,936     (23,203)
Decrease in accounts payable and 
accrued expenses                          (26,928)    (18,817)  
Decrease in deferred income                   --      (27,000)
                                         ---------  ----------
Net cash provided by operatg.activities   140,604     131,924

Investing Activities
Additions to capitalized software        (107,359)    (42,499)
Purchases of property, plant & equipment   (6,340)   (261,010) 
                                         ---------  ----------
Net cash utilized in investg. activities (113,699)   (303,509) 

Financing activities
Proceeds from new borrowings                          144,055
Proceeds from shareholder advances         18,050      36,050
Principal payment on credit lines,notes
payable and capital lease obligations     (44,041)    (27,273)  
                                         ---------   ---------
Net cash (utilized) provided by
financing activities                      (25,991)    152,832  
Decrease in cash                              914     (18,753)  
Cash at beginning of year                   1,246      19,999      
                                         ---------   ---------
Cash at end of year                      $  2,160    $  1,246   
                                         =========   ========= 

<CAPTION>
Supplemental disclosure of cash flow information:

                                   June 30,    September 30, 
                                    1996            1995    
                                 -----------   -------------  
Cash paid during the year for
<S>                                <C>         <C>      
Interest                           $ 12,702    $  12,098  
Income taxes                             62           25       
</TABLE>

[FN]
    See accompanying notes to financial statements
<PAGE>

                         INSTRUCTIVISION, INC.
                NOTES TO INTERIM FINANCIAL STATEMENTS
                             June 30, 1996
                              (unaudited)
Note 1. Basis of Presentation

     The financial statements included herein are unaudited. 
However, such information reflects all adjustments consisting of 
normal recurring adjustments which are, in the opinion of 
management, necessary for a fair presentation of the statements 
for the interim periods.

     The results of operations for the nine months ended 
June 30, 1996 are not necessarily indicative of the results 
to be expected for the full year.

Note 2. Earnings Per Share

     Earnings per share is based on the weighted average number 
of common shares outstanding.  The weighted average number of 
common shares was 3,350,000 for the period ended June 30, 1996 
and 1995. 


<PAGE>

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

1. Material Changes in Financial Conditon:

    The working capital ratio as of June 30,1996 is  2.5 : 1 as
compared to 2.9 : 1 as of September 30, 1995. Revenues for the third
quarter ended June 1996, 1995, and 1994 are $286,400, $272,869, and 
$305,425 respectively. The Company's operating expenses have increased 
approximately 10% during the first nine months primarily due to an 
increase in depreciation expense resulting from the purchase in 1995 
of capital equiment for its video department.

2. Material Changes in Results of Operations:

     The Company has expanded its operating activities by signing an
agreement with a new sales representative in New Orleans. The Company 
intends to publish test preparation materials for the Louisiana state 
assessment test.

                           PART II

ITEM 5.  Other Information.   

     Mr. Jay Comras, Founder and Chairman of the Board of Directors of 
Instructivision,Inc., died on August 2, 1996.

     
<PAGE>

                           SIGNATURES  
  
  
     Pursuant to the requirement of the Securities Exchange Act of 
1934, the registrant has duly cause this report to be signed on its 
behalf by the undersigned thereunto duly authorized.  
  
  
                                   INSTRUCTIVISION, INC.              

  
August 15, 1996                    Rosemary Comras                
                                   President  

<PAGE>  

<TABLE> <S> <C>

<ARTICLE>           5
<MULTIPLIER>        1
       
<S>                        <C>   
<PERIOD-TYPE>              3-MOS            
<FISCAL-YEAR-END>                       SEP-30-1996
<PERIOD-START>                          APR-01-1996
<PERIOD-END>                            JUN-30-1996                     
<CASH>                                         2160
<SECURITIES>                                3350000
<RECEIVABLES>                                298765
<ALLOWANCES>                                      0
<INVENTORY>                                  298904
<CURRENT-ASSETS>                             628473   
<PP&E>                                      1548015 
<DEPRECIATION>                              1214943
<TOTAL-ASSETS>                              1294321    
<CURRENT-LIABILITIES>                        248191
<BONDS>                                           0
<COMMON>                                       3350
                             0
                                       0
<OTHER-SE>                                        0                    
<TOTAL-LIABILITY-AND-EQUITY>                1294321
<SALES>                                      286411
<TOTAL-REVENUES>                             286411 
<CGS>                                        203006
<TOTAL-COSTS>                                317816  
<OTHER-EXPENSES>                                  0
<LOSS-PROVISION>                                  0
<INTEREST-EXPENSE>                             3172
<INCOME-PRETAX>                             (31405)  
<INCOME-TAX>                                (10000)
<INCOME-CONTINUING>                               0
<DISCONTINUED>                                    0
<EXTRAORDINARY>                                   0
<CHANGES>                                         0
<NET-INCOME>                                (21405)
<EPS-PRIMARY>                                 (.01)       
<EPS-DILUTED>                                 (.01)
        

</TABLE>


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