NATIONAL HEALTH ENHANCEMENT SYSTEMS INC
10QSB, 1996-06-14
PREPACKAGED SOFTWARE
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                                   FORM 10-QSB
                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)


[ X ] Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
      Exchange Act of 1934 For the period ended April 30, 1996 .

[   ] Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
      Exchange  Act of 1934  For  the  period  from  ___________  to  __________
      Commission file number 33-9396-LA



                    NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC.
        (Exact name of small business issuer as specified in its charter)


         Delaware                                      86-0460312
         (State or other jurisdiction of               (I.R.S. Employer
          incorporation or organization)               Identification Number)

         Suite 1750
         3200 North Central Avenue
         Phoenix, Arizona                              85012
         (Address of principal executive offices)      (Zip Code)

Issuer's telephone number, including area code:        (602) 230-7575


Indicate by check mark whether the issuer (1) has filed all reports  required to
be filed by  Section 13 or 15(d) of the  Exchange  Act during the past 12 months
(or 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 [ ].

The number of shares of the Issuer's  Common Stock  outstanding  at June 2, 1996
was 4,356,480 Shares.

Transitional Small Business Disclosure Format (check one)
                  Yes[ ]          No [x]
<PAGE>
<TABLE>
<CAPTION>

           NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC. AND SUBSIDIARIES

                              INDEX TO FORM 10-QSB

                                                                                                          PAGE NO.
PART I.      FINANCIAL INFORMATION
          <S>                                                                                                 <C>    

          ITEM I.     Consolidated Financial Statements

                      Consolidated Balance Sheet at April 30, 1996                                            3

                      Consolidated Statements of Operations for the three months
                      ended April 30, 1996 and 1995                                                           4

                      Consolidated Statements of Cash Flows for the three months
                      ended April 30, 1996 and 1995                                                           5

                      Notes to Consolidated Financial Statements                                              6

          ITEM 2.     Management's Discussion and Analysis of Financial Condition
                      and Results of Operations.                                                              8


PART II.  OTHER INFORMATION

          ITEM 6.     Exhibits and Reports on Form 8-K                                                       11


                      Signatures                                                                             12
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

           NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC. AND SUBSIDIARIES

                   CONSOLIDATED BALANCE SHEET - APRIL 30, 1996

                                   (Unaudited)

                                        ASSETS

                                                                                          April 30, 1996
                                                                                          --------------
<S>                                                                                      <C>    
CURRENT ASSETS:
   Cash and cash equivalents (Note 2)                                                    $      560,731
   Accounts receivable, less allowance for doubtful accounts of $653,133 (Note 2)             6,009,292
   Prepaid, deferred expenses and supplies                                                      959,329
                                                                                                -------
      Total current assets                                                                    7,529,352

CAPITALIZED SOFTWARE DEVELOPMENT COSTS, less                                                    836,560
   accumulated amortization of $1,149,333

PROPERTY AND EQUIPMENT (net)                                                                  1,133,855

EXCESS OF PURCHASE PRICE OVER RELATED NET ASSETS ACQUIRED                                       536,409

OTHER ASSETS                                                                                    449,276
                                                                                                ------- 
                                                                                          $  10,485,452
                                                                                             ==========

                         LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Current installments of notes payable and obligations under capital leases (Note 2)    $     527,548
   Accounts payable                                                                           1,187,669
   Accrued liabilities (Note 3)                                                               3,489,911
   Deferred revenues                                                                          3,701,820
                                                                                              ---------
       Total current liabilities                                                              8,906,948
 
NOTES PAYABLE AND OBLIGATIONS UNDER CAPITAL LEASES,
   excluding current installments (Note 2)                                                      317,264
                                                                                                -------

DEFERRED REVENUES, net of current portion                                                       139,912
                                                                                                -------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
   Convertible Preferred stock, $.001 par value
     2,000,000 shares authorized and none issued and
     outstanding                                                                                    125
   Common stock, $.001 par value, 10,000,000
     share authorized, 4,356,480 shares issued
     and 3,835,380 outstanding                                                                    3,836
   Capital contributed in excess of par value                                                 3,461,127
   Accumulated deficit                                                                       (2,340,195)
   Less treasury stock, 3,568 shares at cost                                                     (3,565)
                                                                                         --------------
                                                Stockholders' equity                          1,121,328
                                                                                         --------------
                                                                                            $10,485,452
                                                                                         ==============
</TABLE>
        See accompanying notes to the consolidated financial statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
           NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                                                                           Three Months Ended April 30,
                                                                                           ----------------------------
<S>                                                                                <C>                       <C>
REVENUES                                                                                    1996                    1995
                                                                                            ----                    ----
   License fees                                                                    $      2,856,875          $     1,678,863
    Support fees, marketing services and material sales                                   2,258,836                1,825,789
                                                                                   ----------------         ----------------

Total revenues                                                                            5,115,711                3,504,652
                                                                                         ----------                ---------

OPERATING EXPENSES
   Cost of license fees                                                                   1,094,817                  545,666
   Cost of marketing services and materials sold                                            333,940                  294,093
   Selling, product support and development                                               2,798,380                2,271,944
   General and administrative                                                               485,795                  390,893
   Depreciation and amortization                                                            250,707                  179,872
   Provision for doubtful accounts                                                           55,000                   45,000
                                                                                   ------------------       ----------------

Total operating expenses                                                                  5,018,639                3,727,468
                                                                                   ------------------       ----------------

Income (loss) before income taxes                                                            97,072                 (222,816)

Provision for income taxes
                                                                                                -                        -
                                                                                   ------------------       ----------------  

NET INCOME (LOSS) available for common stockholders                                $        97,072            $     (222,816)
                                                                                   ==================       ================

Net income (loss) per common share (*)                                                        $.02                 $(.06)
                                                                                              ====                 ======

WEIGHTED AVERAGE SHARES OUTSTANDING (*)                                                   5,535,926              3,791,220
                                                                                          =========              =========

(*) Fiscal 1995 adjusted to reflect a two for one stock split in January 1996.
</TABLE>

        See accompanying notes to the consolidated financial statements.
 
                                      4
<PAGE>
<TABLE>
<CAPTION>
           NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                                                                   Three Months Ended April 30,
<S>                                                                                <C>            <C> 
CASH FLOWS FROM OPERATING ACTIVITIES:                                                   1996           1995
                                                                                        ----           ----
   Net income (loss)                                                               $    97,072    $  (222,816)

   Adjustments to reconcile  net income (loss) to net cash provided by operating
      activities:
   Depreciation and amortization                                                       250,707        179,872
   Provision for doubtful accounts                                                      55,000         45,000
   (Increase) decrease in accounts receivable                                         (328,514)           988
   (Increase) decrease in prepaid deferred expenses and supplies                      (248,020)      (367,923)
   Increase (decrease) in accounts payable                                             189,827       (364,450)
   Increase (decrease) in accrued liabilities                                          410,056        670,324
   Increase (decrease) in deferred revenues                                            308,748        (62,253)
   (Increase) decrease in other assets                                                 (31,010)       407,235
                                                                                   -----------    -----------

          Net cash provided by operating activities                                    703,866        285,977
                                                                                   -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Increase in capitalized software development costs                                  (48,670)          --
                                                                                                 
   Purchases of property and equipment                                                (135,208)       (41,549)
                                                                                   -----------    -----------

         Net cash used in investing activities                                        (183,878)       (41,549)
                                                                                   -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from exercise of stock options                                                --             --
   Proceeds from line of credit                                                           --          775,000
   Principal payments on line of credit                                             (1,359,489)    (1,275,000)
   Principal payments on notes payable                                                 (77,537)       (64,695)
                                                                                   -----------    -----------
          Net cash used in financing activities                                     (1,437,026)      (564,695)
                                                                                   -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENT                                              (917,038)      (320,267)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     1,477,769      1,480,765
                                                                                   -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $   560,731    $ 1,160,498
                                                                                   ===========    ===========
</TABLE>
        See accompanying notes to the consolidated financial statements.

                                       5
<PAGE>
           NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements

Note 1

In connection with the preparation of the Company's financial statements for the
fiscal year ended January 31, 1996, the Company  determined that the application
of its accounting policy regarding recognizing revenues on sales of its software
products and related services did not comply in all instances with the technical
requirements  and  interpretations  of  Statement  of Position  91-1,  "Software
Revenue Recognition."  Accordingly,  the Company reevaluated and revised revenue
recognition for the affected  transactions and restated the previously  reported
accumulated  deficit for the cumulative  effect of these matters.  Additionally,
the  Company's  fiscal 1995 annual  consolidated  financial  statements  and its
fiscal 1996 quarterly consolidated financial statements have also been restated.
The effect of the change on the  Company's  operating  results  for the  quarter
ended April 30, 1995 is as follows:

                                                  Quarter ended April 30, 1995
                                               ---------------------------------
                                                 As Reported     As Restated

  Total revenues                                $ 4,227,795        $ 3,504,652
  Income (loss) before provision for
          income taxes                          $   168,119       $   (222,816)
  Net income (loss)                             $   168,119       $   (222,816)
  Income (loss) per share (*)                   $      .03          $     (.06)

   (*) After giving effect for 2 for 1 stock split completed in January 1996.

The consolidated  financial  statements,  which include the accounts of National
Health Enhancement Systems, Inc. and its wholly owned subsidiaries (collectively
the "Company"),  have been prepared pursuant to the rules and regulations of the
Securities  and  Exchange  Commission.  In  the  opinion  of  the  Company,  the
accompanying unaudited financial statements contain all adjustments  (consisting
of only normal recurring  adjustments) necessary to present fairly its financial
position, results of its operations, and cash flows for the periods presented.

Certain  financial  statement items from prior periods have been reclassified to
be consistent with the current period financial  statement  presentation.  It is
suggested  that  these  financial  statements  be read in  conjunction  with the
financial  statements  and the related  disclosures  contained in the  Company's
Annual  Report on Form 10-KSB  filed for the fiscal year ended  January 31, 1996
with the Securities and Exchange Commission.

The  results  of  operations  for the  period  ended  April  30,  1996,  are not
necessarily indicative of the results to be expected for the full fiscal year.

Note 2

         Notes Payable and Obligations Under Capital Leases:
<TABLE>
<CAPTION>
                                                                                                       April 30, 1996
  <S>                                                                                                <C>    
  Revolving line of credit, advances not to exceed the lesser of the calculated                           $ 246,604
               borrowing base, as defined, or $2,000,000, interest at Wall Street Journal
               prime rate plus 2.5% (11% at January 31, 1996), matures November 1996,
               secured by substantially all assets of the Company, including eligible accounts
               receivable, as defined. The Company also has a $500,00 line with
               the same bank,  which matures in November 1996,  interest at Wall
               Street  Journal prime rate,  secured by accounts  recievable  and
               equipment.

                                       6
<PAGE>
         Obligations under capital  leases,  interest  rates ranging from 11% to
                28%, maturities through November 2001,
                secured by computer and other equipment                                                     598,208
                                                                                                            -------
                                                                                                            844,812
                                                                                                            -------
         Less Current installments                                                                         (527,548)
                                                                                                            -------
                                                                                                     $      317,264
                                                                                                      =============
</TABLE>
         The lines of credit and note payable  agreements require the Company to
         maintain compliance with certain covenants  including,  among others, a
         debt to net worth,  a minimum quick ratio,  and a minimum  tangible net
         worth, as defined in the agreement.  At April 30, 1996, the Company was
         not in compliance  with the debt to net worth  requirement.  The lender
         has waived compliance with this covenant through August 1996.

         Future maturities of notes payable and capital leases are as follows as
         of April 30, 1996:

                                          Notes Payable      Capital Leases
                                          -------------      --------------
     1997                                 $      246,604      $      374,762
     1998                                              -             193,072
     1999                                              -              98,940
     2000                                              -              30,217
     2001 and later                                    -               1,072
                                           -------------      --------------
                                                 246,604             698,063
     Less:  Amount Representing Interest               -            (99,855)
                                           -------------      --------------
                                          $      246,604      $      598,208
                                          ==============      ==============


Note 3

Accrued Liabilities consist of the following:
                                                           April 30, 1996
                                                           --------------
Accrued product cost of sales                              $   1,620,062
Accrued payroll and commissions                                  844,107
Accrued royalties                                                590,688
Other accrued liabilities                                        435,054
                                                           -------------
                                                           $   3,489,911
                                                           =============

Note 4            Income Taxes

The Company  accounts  for income  taxes under the  provisions  of  Statement of
Financial  Accounting  Standards (SFAS No. 109),  "Accounting for Income Taxes",
SFAS No. 109 requires  deferred income tax assets and liabilities to be computed
based upon cumulative  temporary  differences in financial reporting and taxable
income, carryforwards available and enacted tax law.

The components of deferred taxes as of April 30, 1996 are as follows:


                Allowance for doubtful accounts                $   261,000
                Tax depreciation in excess
                      of book depreciation                         (85,000)
                Capitalized software costs                        (335,000)
                Accrued Liabilities                                350,000
                Deferred revenues                                  515,000
                Net operating loss carry forward                   119,000
                Valuation allowance                               (825,000)
                                                                  ---------

                                                               $      0
                                                                  =========
                                       7
<PAGE>
A valuation  allowance is provided when it is uncertain  that some or all of the
deferred tax asset will be recognized.  As of April 30, 1996 the decrease in the
valuation  allowance  results  from  changes in  temporary  differences  and net
operating loss carryforwards.

                                       8
<PAGE>
           NATIONAL HEALTH ENHANCEMENT SYSTEMS, INC. AND SUBSIDIARIES

ITEM 2

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations

Restatement of Financial Statements

In connection  with the  preparation  of its financial  statements  for the year
ended  January 31, 1996,  the Company  determined  that the  application  of its
accounting  policy  regarding  recognizing  revenues  on its  sales of  software
products and related services did not comply in all instances with the technical
requirements  and  interpretations  of  Statement  of Position  91-1,  "Software
Revenue Recognition."  Accordingly,  the Company has reevaluated and revised its
revenue  recognition  for  the  affected   transactions  and  has  restated  its
previously  reported  accumulated  deficit  for the  cumulative  effect of these
matters.  Additionally,  the Company's fiscal 1995 annual consolidated financial
statements and fiscal 1996 quarterly consolidated financial statements have also
been restated.  See Note 1 of Notes to consolidated  financial  statements.  The
information in the following  discussion is presented  after  restatement of the
financial statements.

Results of Operations

Income.  For the quarter  ended April 30, 1996,  the Company had net income of $
97,072  compared to net loss of $222,816  for the quarter  ended April 30, 1995.
The improvement in operating results is primarily  attributed to the increase in
license fee revenue  from the  Company's  medical call center  products  such as
Centramax Plus and the voice response product line.

During the past fiscal year ended January 31, 1996, and  continuing  through the
first quarter ended April 30, 1996 the Company invested  resources to expand and
improve its sales and client services functions and also invested to support its
product development  efforts. As a result,  operating expenses increased and are
expected to continue at current or increasing  levels.  The Company  believes it
will be  necessary  to continue  to invest  resources  to support the  Company's
growth  plans,  such as the planned  launch of its medical  call center  service
bureau and client  obligations.  The investment in the sales and client services
functions  (which are designed to enable the Company to improve product sales to
its existing client  network) and the investment in product  development is part
of management's  strategy to increase revenues.  While management  believes this
strategy will result in increased revenues,  there are no assurances that future
revenues will increase.

The Company's operations continue to be affected by consolidation, alliances and
mergers in the healthcare market.  While there are no assurances,  the Company's
management believes that its competitive strengths will permit it to continue to
compete in its targeted  market and that the Company is positioned  favorably to
take advantage of future  opportunities  in the healthcare  market The Company's
management  also believes its products help healthcare  providers  improve their
services  and  also  help  reduce   healthcare  costs  by  providing   objective
information on healthcare  issues to individuals  thereby  enabling them to make
informed  choices  about when,  where and how to seek  healthcare  services  and
reduce  healthcare costs while providing  healthcare  providers with a favorable
return on their investment in the Company's products. Nonetheless, the Company's
operations may be materially and adversely affected by continuing consolidation,
alliances  and  mergers in the  healthcare  industry,  healthcare  reform in the
private or public sector, and by future economic conditions.

Revenues  and  operating  results  depend  primarily on the volume and timing of
orders  received  during each fiscal  quarter,  which are difficult to forecast.
Historically,  the Company has often  recognized  a  substantial  portion of its
license  revenues in the last month of each fiscal  quarter,  frequently  in the
last week. Because a significant portion of the Company's operating expenses are
relatively fixed with personnel levels and other expenses based upon anticipated
revenues,  a substantial  portion of which may not be generated until the end of
each fiscal quarter,  the Company may not be able to reduce spending in response
to sales shortfalls or delays. These factors could cause variations in operating
results from quarter to quarter.

Revenues.  Total  revenues  increased  approximately  46% to $5,115,711  for the
quarter  ended April 30, 1996 from  $3,504,652  for the quarter  ended April 30,
1995. The increase was attributed primarily to an increase in revenues generated
from license fees.

License  fees  consist  primarily  of  revenues  from  the  initial  sale of the
Company's   products:   Centramax,   Centramax  Plus,  the  Profit  Acceleration
System(TM)   ("PAS")  (which  includes  nine  health   screening  and  education
products),  and voice  response  products.  Revenue from license fees  increased
approximately  70% to $ 2,856,875  for the quarter  ended April 30,  1996,  from

                                       9
<PAGE>
$1,678,863  for the quarter  ended April 30,  1995.  The  increase is  primarily
attributed  to the sale of the  Company's  medical call center  products such as
Centramax Plus and the voice response products.

Support  fees,   marketing   services  and  material  sales  revenue   increased
approximately  24% to $ 2,258,836  for the quarter  ended April 30,  1996,  from
$1,825,789 for the quarter ended April 30, 1995.  Support fees represent charges
to the Company's licensees, as provided for in the Company's license agreements,
for a continued license to use the products and for ongoing software maintenance
and enhancement to the products. The support fees have historically begun within
six to twelve months after a customer executes a license agreement. The Company,
however has recently  modified the support fee terms to begin within thirty days
from the contract  date.  Revenue  generated from support fees increased for the
quarter  ended April 30, 1996  compared  to the  quarter  ended April 30,  1995,
primarily  as a result of the increase in the number of  customers.  The Company
believes  that as the number of  customers  it has for all  products  increases,
revenues  generated  from  support fees should  continue to  increase.  Revenues
generated   from  the  sale  of   materials   represent   the  sale  of  printed
questionnaires  and reports from the Company's  PAS and Health Direct  products.
The revenue  from the sale of  materials  for the  quarter  ended April 30, 1996
decreased  from the  quarter  ended April 30,  1995.  For the  remainder  of its
current  fiscal year,  the Company does not expect any  significant  increase or
decrease in future  revenues  associated  with the PAS product and Health Direct
products.  Marketing  services  represents  revenue from  strategic and creative
services  provided and generated by the  Company's  subsidiary  First  Strategic
Group ("FSG").  Revenues from marketing services for the quarter ended April 30,
1996 were comparable to the quarter ended April 30, 1995.

Operating  Expenses.  Total operating expenses increased  approximately 35% to $
5,018,639 for the quarter ended April 30, 1996 from  $3,727,468  for the quarter
ended April 30,  1995.  Total  operating  expenses  increased  primarily  due to
increases in variable costs from  increased  revenue and costs  associated  with
certain selling,  product support and development expenses due to an increase in
the  Company's   sales  staff,   customer  base  and  related   product  support
obligations.

Cost of  License  Fees and  Materials  Sold.  The cost of initial  license  fees
increased to $ 1,094,817  for the quarter ended April 30, 1996 from $545,666 for
the quarter  ended April 30, 1995.  The increase is due primarily to an increase
in  variable  costs  associated  with the  increase  in initial  fee revenue and
reflects a higher costs from increased sales of the voice response product which
has a higher per unit cost.

Cost of materials  sold,  which  includes the cost of support fees,  the cost of
printed report forms and  questionnaires  sold to PAS licensees and the costs of
materials  associated with the Health Direct product  increased to $ 333,940 for
the quarter  ended April 30, 1996 from  $294,093 for the quarter ended April 30,
1995. The increase is due to higher costs  associated  with  increased  revenues
from support fees.

Selling,   Product  Support  and  Development.   Selling,  product  support  and
development  expenses  increased to  $2,798,380  for the quarter ended April 30,
1996 from  $2,271,944  for the quarter  ended April 30,  1995.  The  increase is
attributable  to  increases  in the  Company's  payroll  costs  associated  with
increased  staffing of its sales,  product  development  and client  support and
services functions.  In addition,  certain selling costs such as commissions and
travel  expenses  increased in the quarter ended April  30,1996  compared to the
quarter ended April 30,1995.

General  and  Administrative.  General  and  administrative  operating  expenses
increased to $ 485,795 for the quarter ended April 30, 1996 compared to $390,893
for the quarter ended April 30, 1995.  The increase is  attributable  to general
inflationary   increases  and  to  general   increases  in  office  space  rent,
professional  liability  insurance,  professional  services  and  other  general
operating expenses.

Depreciation and Amortization.  Depreciation and amortization  expense increased
to $250,707 for the quarter  ended April 30, 1996 from  $179,872 for the quarter
ended  April 30,  1995.  The  increase  is due to  increased  depreciation  from
additional  equipment  purchased and from the amorization of additional software
development costs.

                                       10
<PAGE>
Liquidity and Capital Resources.

As of April 30, 1996, the Company had a working  capital deficit of $ 1,377,596,
compared to a working  capital deficit of $1,349,989 as of January 31, 1996. The
Company's accounts receivable balance increased to $ 6,009,292 at April 30, 1996
from  $5,735,778  at January 31 1995,  which include first quarter sales coupled
with of shorter payment terms.  The Company expects  improved cash receipts from
initial fee recievables will continue in the foreseeable future, although there
are no assurances.

On November 13, 1995 the Company  obtained a revolving line of credit  providing
up to $2,000,000.  The revolving line of credit bears interest a prime plus 2.5%
, is secured by  accounts  receivable  and  matures on November  13,  1996.  The
availability  of  borrowing  on the  revolving  line of  credit  is  subject  to
available eligible accounts receivable and certain other covenants.  The Company
also obtained a line of credit of $500,000,  from the same lender.  The $500,000
line of credit is secured by accounts receivable and equipment. Interest is paid
monthly on the unpaid  balance at an annual rate of one  percentage  point above
the bank's  prime  rate.  The line  matures in  November  1996 and $ 246,604 was
outstanding under those lines at April 30,1996.

The  Company  is  currently  dependent  on cash from  operations  and  available
proceeds from its lines of credit for its daily  operational cash  requirements.
The  Company  will be  required  to renew or  replace  the  lines of  credit  in
November, 1996 in order to continue to meet its cash requirements.  Creation and
operation of the planned  medical call center service bureau is dependent  upon,
among other  things,  acquiring  capital to fund the launch and working  capital
needs of the center.  The Company continues to evaluate  opportunities to expand
and  increase  the existing  capital  available to it and  continues to evaluate
opportunities  to reduce the number of days it takes to collect  the initial fee
accounts  receivable.  The Company is actively  seeking  alternative  sources to
raise  additional  capital to support its current  operations  and launch of the
planned  medical call center  service  bureau and the future growth  plans,  but
there  are no  assurances  that the  Company  will be  successful  in  obtaining
additional capital.

In each of its fiscal  years  ending  January  31,  1996 and 1995,  the  Company
offered a discount  to its PAS users to prepay  monthly  support  fees for a one
year period. In each of these fiscal years, the Company generated  approximately
$300,000  in cash  from the  program.  Cash  from  this  prepayment  program  is
recognized as revenue over the period  benefited,  generally a 12-month  period.
The Company  expects to offer a similar  discount to its PAS users in the second
quarter of its current fiscal year.

The Company's  operating results continue to be inconsistent on a month-to-month
basis and are dependent  upon retention and  performance of the Company's  sales
staff,  long product  sales cycles  related in part to pricing of the  Company's
products  and  customer  budget  requirements,  and to  other  factors,  such as
uncertainties  associated  with the healthcare  market and economic  conditions,
beyond the  control of the  Company.  The  Company,  however,  will  continue to
evaluate methods to improve and increase its product  distribution  channels and
to enhance or expand its current  product lines.  The Company has expanded,  and
will seek to continue to improve and enhance,  its product  lines in order to be
more responsive to the market. The Company's  management believes that quarterly
operating  results are  dependent,  and will  continue to be  dependent,  on the
initial license fee revenues in the foreseeable  future.  The recurring  monthly
revenue  from  support  fees,  material  sales and  services  is  currently  not
sufficient  to maintain a break-even  level at the Company's  current  operating
expense levels. The Company will continue to focus its efforts on improving cash
from  operations,  increasing  recurring  revenue and  increasing  its operating
income.

The Company  intends to continue to invest in product and software  development,
which will require additional support staff and related operating expenses.  The
Company has expanded its current office space and has made  commitments to lease
approximately  5,000  square feet of office  space for its planned  medical call
center  service  bureau.  In  addition  the  Company  has made  certain  capital
commitments  related to the additional  office space.  The Company  expects that
additional space will be taken and staff will be hired during its current fiscal
year (ending  January 31, 1997) for its current  operations  and for the planned
medical call center  service  bureau and  additional  capital  resources will be
needed to fund this growth and  expansion.  In the past,  the Company has funded
its growth  primarily  through cash from  operations  and its existing  lines of
credit.  The Company  believes  that  additional  capital  will be  necessary to
support  operations and planned growth in the coming fiscal year,  including for
implementing its service bureau strategy and is actively seeking sources of such
capital.  There are no assurances  the Company will be successful in renewing or
replacing  its  $2,500,000 in credit lines or in raising  additional  capital to
support planned growth.

                                       11
<PAGE>
The discussion  above  includes  statements  which  constitute  forward  looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995,  which are statements  other than historical  fact, that involve risks and
uncertainties.  In addition to the factors discussed elsewhere herein, important
factors may cause the Company's  actual results to differ  materially from these
and any future forward looking statements by or on behalf of the Company.  Those
factors include,  among others,  uncertainties and delays in the development and
marketing of new products and services,  particularly  the planned  medical call
center service bureau products, and services demand and market acceptance risks,
the  Company's  ability,  or not, to obtain  required  renewed  credit lines and
additional financing, the impact of competitive products,  services and pricing,
continued  rapid change and  consolidation  in the health care  market,  general
changes in economic  conditions  not presently  contemplated,  and other factors
detailed in the Company's Securities and Exchange Commission filings.


PART II. OTHER INFORMATION

ITEM 6.  Exhibits and Reports on Form 8-K

   a.  Exhibits required by Item 601 of Regulation S-B.

       Exhibit #27 Financial Data Schedule.


   b.  No reports on Form 8-K were filed during the quarter ended April 30,1996

                                       12
<PAGE>
                                   SIGNATURES

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

                                  National Health Enhancement Systems, Inc.
                                  (Registrant)



Date:     June 13, 1996           /s/  Gregory J. Petras
      ---------------------       ----------------------
                                  Gregory J. Petras, President and
                                  Chief Executive Officer


Date:      June 13, 1996          /s/  Jeffrey T. Zywicki
      -----------------------     -----------------------
                                  Jeffrey T. Zywicki, Senior Vice President
                                  Finance and Treasurer

                                       13


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