WASATCH EDUCATION SYSTEMS CORP /UT/
10KSB/A, 1995-11-21
COMPUTER INTEGRATED SYSTEMS DESIGN
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                        SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                FORM 10-KSB/A     
                               AMENDMENT NO. 2

[X] Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
    1934

For the Fiscal Year Ended   June 30, 1995

                                             OR

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities 
    Exchange Act of 1934

For the Transition Period from             to  

Commission File Number 0-17190


                      WASATCH EDUCATION SYSTEMS CORPORATION        
             (Exact name of registrant as specified in its charter)

             UTAH                                           87-0458433	  
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                           Identification No.)


                        5250 South 300 West, Suite 101
                         Salt Lake City, Utah  84107         
             (Address of principal executive offices and zip code)

                               (801) 261-1001               
              (Registrant's telephone number, including area code)


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.

                                                         X  yes     no

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-KSB is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-KSB or any 
amendment to this Form 10-KSB.

                                                         X 

Based on the average of the bid and asked quotations as of September 30, 1995
the aggregate market value of the voting stock held by non-affiliates of the 
Registrant was $446,154.  (For this calculation "affiliate" is defined as an 
officer, director or over 5 percent shareholder.)  The number of shares 
outstanding of the Registrant's common stock, no par value, was 3,569,229 as 
of September 30, 1995.
                   
                 DOCUMENTS INCORPORATED BY REFERENCE:  None
<PAGE>
                               SIGNATURES
Pursuant to the requirements 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.


WASATCH EDUCATION SYSTEMS CORPORATION

/s/Ralph J. Brown           November 21, 1995
   Ralph J. Brown,                 Date
   Chief Financial Officer



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance sheet and Income Statement dated June 30, 1995 on Form 10-KSB,
and is qualified in its entirety by reference to such Form 10-KSB dated
June 30, 1995.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-30-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                          76,151
<SECURITIES>                                         0
<RECEIVABLES>                                1,683,184
<ALLOWANCES>                                    15,000
<INVENTORY>                                     75,187
<CURRENT-ASSETS>                             1,867,698
<PP&E>                                         942,907
<DEPRECIATION>                                 659,211
<TOTAL-ASSETS>                               6,601,118
<CURRENT-LIABILITIES>                        1,237,061
<BONDS>                                              0
<COMMON>                                    11,744,072
                                0
                                 10,084,220
<OTHER-SE>                                (17,661,235)
<TOTAL-LIABILITY-AND-EQUITY>                 6,601,118
<SALES>                                      5,475,181
<TOTAL-REVENUES>                             5,475,181
<CGS>                                        1,793,188
<TOTAL-COSTS>                                1,793,188
<OTHER-EXPENSES>                               309,358
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             755,761
<INCOME-PRETAX>                                201,447
<INCOME-TAX>                                     4,029
<INCOME-CONTINUING>                            197,418
<DISCONTINUED>                                       0
<EXTRAORDINARY>                            (1,021,238)
<CHANGES>                                            0
<NET-INCOME>                                 1,218,656
<EPS-PRIMARY>                                      .19
<EPS-DILUTED>                                      .12
        

</TABLE>


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