NEWS COMMUNICATIONS INC
10-Q/A, 1996-08-19
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A
                                   AMENDMENT 2
                                   (Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

For the quarterly period ended - August 31, 1995

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from                   to

                       Commission File Number 0-18299 NEWS
                              COMMUNICATIONS, INC.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                      13-3346991
- -------------------------------             ---------------------------------
(State or other jurisdiction of             (IRS Employer Identification No.)
incorporation or organization)

           174-15 Horace Harding Expwy., Fresh Meadows, New York 11365
           -----------------------------------------------------------
                    (Address of principal executive offices)

                                 (718) 357-3380
                           ---------------------------
                           (Issuer's telephone number)


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

Check  whether the issuer (1) filed all reports  required to be filed by Section
12, 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|_|

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

Check whether the registrant filed all documents and reports required to be 
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.                  Yes |_|  No|_|


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of October 13, 1995: 7,793,426 shares $ .01 par value common stock


<PAGE>

                                   FORM 10-QSB

                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                         PAGE
     PART I.    Financial Information


     Item 1.    Financial Statements

                Unaudited Consolidated Balance Sheet
                at August 31, 1995......................................   3

                Unaudited Consolidated Statements of
                Operations for the three and nine months
                ended August 31, 1995 and August 31, 1994...............   5


                Unaudited Consolidated Statements of Cash
                Flows for nine months ended
                August 31, 1995 and August 31, 1994.....................   6

                Notes to Consolidated Financial Statements..............   8

     Item 2.    Management's Discussion and Analysis
                or Plan of Operation....................................   9

    PART II.    Other Information.......................................  14
                Item 6. Exhibits and Reports on Form 8-K

Signatures..............................................................  15


                                       2

<PAGE>

                                  PART I-ITEM 1

                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEET AS OF AUGUST 31, 1995
                                   (UNAUDITED)

Assets:
Current Assets:
  Cash and Cash Equivalents                               $    32,586
  Accounts Receivable [Less: Allowance for  
    Doubtful Accounts of $1,068,307]                        4,980,544
  Due From Related Parties                                     76,266
  Other Current Assets                                        374,975
                                                            ---------

Total Current Assets                                        5,464,371

Property and Equipment at Cost- Net of
 Accumulated Depreciation of $644,844                         663,831
 Goodwill - Net                                             3,699,030
 Other Assets                                                 169,884
                                                            ---------

  Total Assets                                            $ 9,997,116
                                                            =========


                                        3



<PAGE>

                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
                CONSOLIDATED BALANCE SHEET AS OF AUGUST 31, 1995
                                   (UNAUDITED)

Liabilities and Stochholders' Equity:
Current Liabilities:
  Accounts Payable                                                $  457,407
  Accrued Expenses                                                    697,509
  Accrued Payroll and Payroll Taxes                                   357,252

  Notes Payable - Bank                                                480,000
  Other Current Liabilities                                           154,956
                                                                    ---------
  Total Current Liabilities                                         2,147,124

Stockholders' Equity:
 Preferred Stock, $1.00 Par Value; 500,000 Shares Authorized:

 10% Convertible Preferred Stock, 1,250 Shares Authorized;
 32 Issued and Outstanding, $500 Per Share Per Annum
 Cumulative Dividends, $160,000 Liquidation Value                  $       32

 8% Convertible Preferred Stock, 500 Shares Authorized,
 217 Issued and Outstanding, $80 Per Share Per Annum
 Cumulative Dividends, $217,000 Liquidation Value                         217

 12% Convertible Preferred Stock, 200 Shares Authorized,
 200 Issued and Outstanding, $120 Per Share Per Annum
 Cumulative Dividends, $200,000 Liquidation Value                         200

 Common Stock, $.01 Par Value; Authorized 100,000,000
 Shares; 7,934,376 Shares Issued                                       79,344

  Paid-in-Capital Preferred Stock                                     519,873

  Paid-in-Capital Common Stock                                     13,677,385

  (Deficit)                                                        (6,018,330)
                                                                    ---------
   Total                                                           $8,258,721
   Less: Treasury Stock [151,000 Shares]-
           At Cost                                                   (408,729)
                                                                    ---------
 Total Stockholders' Equity                                         7,849,992
                                                                  -----------
 Total Liabilities and Stockholders' Equity                       $ 9,997,116
                                                                   ==========


                                        4

<PAGE>

                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                Three Months Ended August 31,       Nine Months Ended August 31,
                                                -----------------------------       ----------------------------
                                                    1995              1994                1995             1994
                                                    ----              ----                ----             ----
                                                                           Unaudited
<S>                                              <C>               <C>                <C>              <C>    
Net Revenues                                     $5,397,654        $3,928,040         $13,252,732      $9,185,739
                                                  ---------         ---------          ----------       ---------
Expenses:
 Direct Mechanical Costs                          1,942,749         1,344,106          4,824,076        3,013,444
 Salaries, Benefits and
    Outside Labor Costs                           2,529,690         1,547,640          7,091,294        4,178,834
 Rent, Occupancy & Utilities                        232,017           140,408            619,679          367,210
 Provisions for Doubtful Accounts                    87,000            84,000            159,000          173,000
 General and Administrative                         527,734           354,359          1,659,468        1,011,701
                                                  ---------         ---------          ---------        ---------
 Total Expenses                                   5,319,190         3,470,513         14,353,517        8,744,189
                                                  ---------         ---------         ----------        ---------
Operating Income (Loss) Before Interest
 Expense and Interest Income                         78,464           457,527         (1,100,785)         441,550

Interest Expense                                     (6,803)          (13,339)           (13,278)         (69,829)

Interest Income                                          13             3,802             31,591           36,441
                                                  ---------          --------          ---------         --------
Net Income (Loss)                                $   71,674        $  447,990       $ (1,082,472)      $  408,162
                                                  =========         =========        ===========        =========
Net Income (Loss) Per Share                           $ .01             $ .06              $(.14)           $ .06
                                                  =========         =========        ===========        =========
Weighted Average Shares
Outstanding                                       7,783,376         7,632,549          7,776,286        7,434,227
                                                  =========         =========        ===========        =========

</TABLE>

                                        5

<PAGE>


                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           Nine Months Ended August 31,
                                                           1995                   1994
                                                           ----                   ----
                                                                    Unaudited
<S>                                                      <C>                  <C>    
Operating Activities:
  Net Income (Loss)                                      $ (1,082,472)        $  408,162
                                                          -----------          ---------
  Adjustments to Reconcile Net
    (Loss) to Net Cash Provided
    by Operating Activities:
   Depreciation and Amortization                              373,077            257,558
   Provision for Losses on Accounts
    Receivable                                                159,000            173,000

 Change in Assets and Liabilities:
   (Increase) Decrease in Accounts
    Receivable                                             (1,375,859)        (1,382,553)
   (Increase) Decrease in Other Current
    Assets                                                   (212,772)          (702,988)
   (Increase) Decrease in Due from Related Parties              3,856                --
    Decrease (Increase) in Other Assets                        23,153            (18,063)
   (Increase) Decrease in Goodwill                            (24,033)                --
    Increase (Decrease) in Accounts Payable
    and Accrued Expenses                                     (255,951)           218,707
    Increase (Decrease) in Payroll Taxes Payable              226,383            (79,409)
    Increase (Decrease) in Other Current Liabilities          148,516            (67,314)
                                                           ----------         ----------
    Total Adjustments                                        (934,630)        (1,601,062)
                                                           ----------         ----------
  Net (Deficit) - Operating Activities -                   (2,017,102)        (1,192,900)
   Forward

</TABLE>

                                        6



<PAGE>

                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                          Nine Months Ended August 31,
                                                          1995                    1994
                                                          ----                    ----
                                                                    Unaudited 
<S>                                                     <C>                   <C>    
Net (Deficit) - Operating Activities -
    Forwarded                                           (2,017,102)           (1,192,900)
                                                         =========             =========
Investing Activities:
 Purchase of the Nassau Newspapers                             --               (313,000)
 Purchase of Brooklyn Skyline                                  --                (25,000)
 Purchase of Bronx Press Review                                --                (17,551)
 Sale of Marketable Securities                             924,633                   --
 Capital Expenditures                                     (120,009)             (136,583)
                                                         ---------             ---------
Net Cash Provided (Used) by Investing Activities           804,624              (492,134)
                                                         ---------             ---------
Financing Activities:
  Principal Payments Long-Term Debt                        (75,747)             (470,250)
  Proceeds from Exercise of Warrants                         9,216             2,055,709
  Dividend on Preferred Stock                              (31,020)              (31,020)
  Proceeds from Notes Payable - Bank                       480,000                   --
  Proceeds from Exercise of Stock Options                   19,758                 1,000
  Payment of Notes Payable                                     --                (81,254)
                                                          --------             ---------
Net Cash Provided by Financing Activities                  402,207             1,474,185
                                                          --------             ---------
Net Increase (Decrease) in Cash                           (810,271)             (210,849)

Cash - Beginning of Periods                                842,857             2,832,858
                                                        ----------             ---------
Cash - End of Periods                                   $   32,586            $2,622,009
                                                         =========             =========
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
   Interest                                             $    9,547            $   10,754
   Income Taxes                                                --                    --

</TABLE>

Supplemental Schedule of Non-Cash Investing and Financing Activities:
     On August 18, 1994 the Company  acquired certain assets of Brooklyn Skyline
Publications,  Inc.  ("Brooklyn  Skyline").  The net purchase price consisted of
cash and stock valued at approximately $110,000. On December 9, 1993 the Company
acquired  certain  assets  of Long  Island  News  Group and MB  Publishing  Co.,
publishers  of eight paid  weekly  newspapers  in Nassau  County,  New York (the
"Nassau Newspapers").  The net purchase price consisted of cash and stock valued
at approximately  $655,000.  The cash portion ($313,000) was paid at the time of
acquisition  with the stock to be issued in  annual  installments  beginning  in
December 1996.


                                        7

<PAGE>
                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


A. Basis of Presentation:

   The  Consolidated  Balance  Sheet as of August 31, 1995 and the  Consolidated
Statements of Operations for the three and  nine-month  periods ended August 31,
1995 and August 31, 1994,  and the  Consolidated  Statements  of Cash Flows have
been prepared by the company  without audit.  In the opinion of management,  all
adjustments  (which  include  only normal  recurring  adjustments)  necessary to
present fairly the financial position,  results of operations and cash flow have
been made. The results for the interim periods are not necessarily indicative of
the results for a full year.

   Certain information and footnote  disclosures  normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been  consolidated  or omitted.  These  consolidated  financial  statements
should be read in conjunction  with the Company's  annual report Form 10-KSB for
the fiscal  year ended  November  30,  1994 and the  related  audited  financial
statements included therein.

B. Income/Loss per Share:

   Loss per share is based on the weighted average number of shares  outstanding
during the periods.

C. The results of operations for 1995 and 1994 been restated to reflect
additional expenses and loss.


                                        8


<PAGE>

                                  PART I-ITEM 2
                   NEWS COMMUNICATIONS, INC. AND SUBSIDIARIES
            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     News Communications, Inc. publishes various weekly community newspapers and
related targeted audience publications.

     The Company publishes the Dan's Papers, and the Montauk Pioneer,  Our Town,
the Manhattan  Spirit,  the Chelsea Clinton News, and the Westsider,  the Queens
Tribune,  the Bronx Press  Review,  (and the  Riverdale  Review and  Westchester
Lifestyles),  the Nassau  Newspapers,  (including  Lynbrook USA, Malverne Times,
Rockville Centre New & Owl, Valley Stream  MAILeader,  Independent Voice of Long
Beach,  Oceanside  & Island  Park,  Rockville  CentreOceanside  Beacon,  Baldwin
Citizen, East Rockaway Observer, six editions of the Long Island Market and Long
Island  Lifestyles) and the Brooklyn  Skyline - all weekly regional  newspapers.
The Company also publishes a monthly glossy  magazine,  Manhattan  File, and The
Hill, a weekly newspaper devoted to coverage of the United States Congress.  The
following  table sets forth,  for the  periods  indicated,  certain  information
relating to each of the Company's  publications and to certain expenses incurred
by the parent  company,  News  Communications,  Inc. The numbers set forth below
reflect the operations of the following  acquired or start-up  publications from
the dates  indicated:  Bronx Press Review - December 1992;  Nassau  Newspapers -
December 1993; Brooklyn Skyline - August 1994; Manhattan File - August 1994; The
Hill - September 1994;  Westside  Publications - September 1994. The information
for the three and nine  months  ended  August 31,  1995 and  August 31,  1994 is
unaudited.

                                        9


<PAGE>
<TABLE>
<CAPTION>

                                                     Three Months Ended August 31,     Nine Months Ended August 31,
                                                       1995 (3)         1994 (3)         1995 (3)         1994 (3)
                                                       -----            -----            -----            -----
                                                                               Unaudited      
<S>                                                 <C>               <C>              <C>                 <C>    <C>    <C>
Net Revenues:
Existing Publications:
 Queens Tribune                                     $  820,876        $  884,551       $2,320,369       $2,207,199
 Dan's Papers                                        1,621,268         1,423,318        2,535,152        2,203,808
 Manhattan Spirit                                      387,993           424,938        1,226,334        1,295,716
 Our Town                                              348,883           392,495        1,136,363        1,185,317
 The Bronx Press Review                                257,748           231,309          731,827          750,611
 Nassau Newspapers                                     619,948           559,536        1,722,871        1,531,195
                                                     ---------         ---------        ---------        ---------

Total Net Revenues - Existing Publications           4,056,716         3,916,147        9,672,916        9,173,846
                                                     ---------         ---------        ---------        ---------
Acquisitions and Start-ups:
 The Hill                                              403,379               --         1,019,990              --
 Manhattan File                                        365,629               --         1,041,547              --
 Brooklyn Skyline                                      300,915            11,893          752,111           11,893
 Westside Publications                                 271,015               --           766,168              --
                                                     ---------          --------        ---------        ---------
Total Net Revenues Acquisitions and Start-ups        1,340,938            11,893        3,579,816           11,893
                                                     ---------         ---------       ----------        ---------
Total Net Revenues                                  $5,397,654        $3,928,040      $13,252,732      $ 9,185,739
                                                     =========         =========       ==========       ==========
Income (Loss) Publications Before Goodwill:
Existing Publications:
 Queens Tribune                                     $   81,579        $  169,888          375,422          490,614
 Dan's Papers                                          558,027           575,612          672,997          655,005
 Manhattan Spirit                                      (10,421)           16,693           10,102           53,871
 Our Town                                               11,088            28,964           91,180          166,231
 The Bronx Press Review                                (21,350)            9,657          (36,271)          61,442
 Nassau Newspapers                                     (14,439)           (3,726)        (199,570)         (37,496)
                                                     ---------         ---------       ----------       ----------
Income - Existing Publications                         604,484           797,088          913,860        1,389,667
                                                     ---------         ---------       ----------       ----------
Acquisitions and Start-ups:
 The Hill                                              (67,448)              --          (407,556)            --
 Manhattan File                                        (75,392)              --          (320,323)            --
 Brooklyn Skyline                                      (17,813)             (670)        (102,539)            (670)
 Westside Publications                                  13,237               --            31,551             --
                                                     ---------         ---------        ---------       ----------
Income (Loss) Acquisitions and Start-ups              (147,416)             (670)        (798,867)            (670)
                                                     ---------         ---------        ---------       -------------
Income (Loss) - Publications                        $  457,068        $  796,418      $   114,993       $1,388,997
                                                     =========         =========       ==========        ==========

Income (Loss) Publications After Goodwill (1):
Existing Publications:
 Queens Tribune                                     $   54,862        $  143,171          295,271          410,463
 Dan's Papers                                          545,352           562,937          634,971          616,979
 Manhattan Spirit                                      (10,421)           16,693           10,102           53,871
 Our Town                                               (2,373)           15,503           50,797          125,849
 The Bronx Press Review                                (24,912)            7,157          (46,956)          53,942
 Nassau Newspapers                                     (22,188)          (11,226)        (222,817)         (59,996)
                                                     ---------          --------        ---------        ---------
Income - Existing Publications                         540,320           734,235          721,368        1,201,108
                                                     ---------          ---------       ---------        ---------
</TABLE>


                                       10
<PAGE>

<TABLE>
<S>                                                 <C>               <C>              <C>              <C>    
Acquisitions and Start-ups:
 The Hill                                              (67,448)              --          (407,556)            --
 Manhattan File                                        (75,392)             (670)        (320,323)            (670)
 Brooklyn Skyline                                      (19,207)              --          (106,721)             --
 Westside Publications                                   9,976               --            21,768              --
                                                     ---------          --------        ---------        ---------
Income (Loss) Acquisitions and Start-ups              (152,071)             (670)        (812,832)            (670)
                                                     ---------          --------        ---------        ---------
Income (Loss)-Publications                          $  388,249        $  733,565       $  (91,464)      $1,200,438
                                                     =========         =========        =========        =========
Parent Company Expenses:
 Personnel, Rent, General and Administrative           309,785           279,840        1,009,322          797,077
 Interest (2)                                            6,790             5,735          (18,314)          (4,801)
                                                     ---------         ---------        ---------        ---------
 Total Parent Company Expenses                         316,575           285,575          991,008          792,276
                                                     ---------         ---------        ---------        ---------

Net Income (Loss)                                   $   71,674        $  447,990      $(1,082,472)      $  408,162
                                                     =========         =========       ==========        =========
</TABLE>

(1)  Reflects expense for amortization of goodwill by publication as follows:

<TABLE>
<CAPTION>
                                                      Three Months Ended August 31,    Nine Months Ended August 31,   
                                                        1995              1994           1995          1994
                                                        ----              ----           ----          ----
<S>                                                   <C>               <C>            <C>          <C>   
Queens Tribune                                        $26,717           $26,717        $80,151      $ 80,151
Dan's Papers                                           12,675            12,675         38,026        38,026
Our Town                                               13,461            13,461         40,383        40,383  
The Bronx Press Review                                  3,562             2,500         10,685         7,500
Nassau Newspapers                                       7,749             7,500         23,247        22,500
Brooklyn Skyline                                        1,394               --           4,182           --
Westside Publications                                   3,261               --           9,783           --
                                                       ------            ------        -------        ------
                                                      $68,819           $62,853       $206,457      $188,560
                                                       ======            ======        =======       =======
</TABLE>
                                                     
(2)  Net of interest income of $13 and $3,802 for the three months ended August
31, 1995 and 1994 respectively  and $31,592 and $38,189 for the nine months 
ended August 31, 1995 and 1994 respectively.

(3) The results of  operations  for 1995 and 1994 have been  restated to reflect
additional expenses and loss.

Results of Operations:
The following  discussion  compares  results of operations  for the three months
ended and nine months ended August 31, 1995 and August 31, 1994.

Three Months Ended August 31, 1995 and August 31, 1994

Net Revenues:
         Total revenues from existing publications were up almost 4%. The Queens
Tribune  had a  decrease  of 7% due to the  "Official  Guide  to  Queens"  being

                                       11


<PAGE>


published  in the fourth  quarter of this year as compared to the third  quarter
last year and a reduction in political  printing,  offset by a ditional revenues
from its new  "Bayside  Trib at  Home"  edition.  The  addition  of Long  Island
Lifestyles, a four color lifestyle section which is included in all the existing
Nassau  Newspapers  publications  has enabled  advertisers  to make an effective
regional  buy and helped  increase  revenues for the Nassau  Newspapers  by 11%.
Dan's Papers has  continued to expand its  geographic  base to the North Fork of
Long Island and further west in the  Hamptons,  increasing  its revenues by 14%.
There were decreases in revenues at both the Manhattan  Spirit (8%) and Our Town
(11%),  attributed in part to a change in sales management and a shift away from
lower margin sales.  The Bronx Press Review  revenues were up by 11% as a result
of  increased  sales  efforts.   The  additional   revenues   generated  by  the
acquisitions  and  start-ups  has brought the total  revenues for the quarter to
almost $5,400,000, an increase of 37%.

Income (Loss) - Publications:
          The dec ease in income for the Queens  Tribune  is  attributed  to the
shifting of its "Official Guide to Queens" to the fourth  quarter,  and start-up
costs related to the expansion  with the "Bayside Trib at Home"  edition.  Dan's
Papers  income had a small  decrease  as a result of the  increase  in  revenues
offset by increased  printing costs.  The Bronx Press Review had a loss compared
to last year as a result of a change in management, repositioning it for growth.
Nassau  Newspapers  had an increased loss as a result of its expansion with Long
Island Lifestyles.  The loss for Manhattan Spirit and the decrease in income for
Our Town were a result of lower sales and  increased  print costs.  Acquisitions
and start-ups  continued their move towards  profitability.  As newsprint prices
have continued increasing, the Company has been engaging in ongoing negotiations
with paper suppliers and reviewing  contracts with printers which has enabled it
to continue to mitigate  the effect on  profits.  The Company is  continuing  to
focus on increasing sales and controlling costs.

Parent Company Expenses:
      The increase in parent  company  expenses of 11% was primarily a result of
increased rent and personnel costs required for the continuing  corporate growth
and expansion.

Nine Months Ended August 31, 1995 and August 31, 1994

Net Revenues:
         Total revenues from existing publications were up over 5%. The addi ion
of Long Island  Lifestyles,  a four color lifestyle section which is included in
all the existing Nassau Newspapers  publications has enabled advertisers to make


                                       12

<PAGE>

an effective regional buy and helped increase revenues for the Nassau Newspapers
by 13%. The Queens Tribune has expanded with an edition in the affluent  Bayside
section of Queens and will be realizing  additional  revenues in future periods.
Dan's Papers has  continued to expand its  geographic  base to the North Fork of
Long Island and further west in the  Hamptons,  increasing  its revenues by 15%.
The additional  revenues generated by the acquisitions and start-ups has brought
the total revenues for the six months to over $13,000,000, an increase of 44%.

Income (Loss) - Publications:
        Dan's  Papers  had an  increase  of 3% as a result  of the  increase  in
revenues  and tighter  financial  controls.  The Bronx  Press  Review had a loss
compared  to a profit  last  year as a result  of the sale of its  buildi g last
year.  The increase in sales for Nassau  Newspapers was offset by start-up costs
related to its expansion  with Long Island  Lifestyles  resulted in an increased
loss.  The decrease  income for the Queens Tribune is attributed to the shifting
of its  "Official  Guide to Queens" to the fourth  quarter,  and start-up  costs
related to the expansion with the "Bayside Trib at Home"  edition.  The decrease
in income for Our Town and  Manhattan  Spirit  were a result of lower  sales and
increased print costs. As newsprint prices have increased, the Company continues
to engage in ongoing negotiations with paper suppliers and review contracts with
printers in order to continue to mitigate the effect on profits.  The Company is
continuing to focus on increasing sales and controlling costs.

Parent Company Expenses:
      The increase in parent  company  expenses of 24% was primarily a result of
increased rent and personnel costs required for the continuing  corpor te growth
and expansion.

Liquidity and Capital Resources:

      At August 31,  1995,  the  Company  had an excess of current  assets  over
current liabilities in the amount of approximately  $3,317,000. In January 1995,
$85,000 was used to pay notes and accrued interest incurr d with the acquisition
of the Bronx Press Review.  In May 1995 the Company  obtained a $500,000 working
capital line of credit, from a bank, to be used to offset seasonal  fluctuations
in cashflow.

      Although there can be no assurance, management believes that the Company's
operation will generate  positive cash flow for the fiscal year ending  November
30, 1995.  It is the opinion of  management  that the line of credit and cash on
hand from  operations  are expected to be sufficient to meet the Company's  cash
needs on an ongoing basis.


                                       13


<PAGE>

      Part II.      OTHER INFORMATION

       Item 6.      Exhibits and Reports on Form 8-K

                    A.   Exhibits - None

                    B.   Reports on Form 8-K - None



                                       14

<PAGE>

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
th s report to be  signed  on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                            NEWS COMMUNICATIONS, INC.
                                  (Registrant)



Date: August 11, 1996                   By: /s/ Michael Schenkler
                                            ----------------------------
                                            Michael Schenkler, President




Date: August 11, 1996                   By: /s/ Robert Berkowitz
                                            ----------------------------
                                            Robert Berkowitz, Controller



                                       15

<PAGE>


<TABLE> <S> <C>

<ARTICLE>                     5

       

<S>                           <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>             NOV-30-1995
<PERIOD-END>                  AUG-31-1995
<CASH>                        32,586
<SECURITIES>                  0
<RECEIVABLES>                 6,048,851
<ALLOWANCES>                  1,068,307
<INVENTORY>                   0
<CURRENT-ASSETS>              5,464,371
<PP&E>                        1,308,675
<DEPRECIATION>                644,844
<TOTAL-ASSETS>                9,997,116
<CURRENT-LIABILITIES>         2,147,124
<BONDS>                       0
<COMMON>                      79,344
         0
                   449
<OTHER-SE>                    7,709,199
<TOTAL-LIABILITY-AND-EQUITY>  9,997,116
<SALES>                       13,252,732
<TOTAL-REVENUES>              13,252,732
<CGS>                         0
<TOTAL-COSTS>                 14,353,517
<OTHER-EXPENSES>              0
<LOSS-PROVISION>              0
<INTEREST-EXPENSE>            (13,278)
<INCOME-PRETAX>               (1,082,472)
<INCOME-TAX>                  0
<INCOME-CONTINUING>           (1,082,472)
<DISCONTINUED>                0
<EXTRAORDINARY>               0
<CHANGES>                     0
<NET-INCOME>                  (1,082,472)
<EPS-PRIMARY>                 (.14)
<EPS-DILUTED>                 (.14)

        
                                       


</TABLE>


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