GREENSTONE ROBERTS ADVERTISING INC
10-Q/A, 1996-06-21
ADVERTISING AGENCIES
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                                    FORM 10-Q/A
                                Amendment No.2

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
                         SECURITIES EXCHANGE ACT OF 1934


         For Quarter Ended: APRIL 30, 1996 Commission File # 000-17468
                           --------------                   -----------


                      GREENSTONE ROBERTS ADVERTISING, INC.
                            One Huntington Quadrangle
                            Melville, New York 11747
                               Tel. (516) 249-2121


 NEW YORK                                                  11-2250305
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification #)


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 Act of 1934
during the preceding 12 months (or for such shorter periods 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

Indicate the number of shares outstanding of each of the Registrant's classes of
Common Stock, as of the latest practicable date:

                 Common Stock, $.01 par value: 7,474,418 shares
                               as of May 31, 1996

<PAGE>

     Note: The Form 10-Q is hereby amended to correct a transposition error
under the caption "total shareholders' equity" of April 30, 1996 and to add the
Financial Data Schedule.  In accordance with the SEC regulations, Item 1 of Part
I is restated in its entirety.


               GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                        Page
                                                                       NUMBER
                          PART I- FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets as of April 30, 1996 and
         October 31, 1995                                                 3

         Consolidated Statements of Operations for the three and six
         month periods ended April 30, 1996 and 1995                      4

         Consolidated Statements of Shareholders' Equity
         for the six month period ended April 30, 1996                    5

         Consolidated Statements of Cash Flows for the six
         month period ended April 30, 1996 and 1995                       6

         Notes to Consolidated Financial Statements                       7


<TABLE>
<CAPTION>

               GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                                             April 30,          October 31,
                                                               1996                1995
                             ASSETS
CURRENT ASSETS:
<S>                                                            <C>                 <C>

  Cash and cash equivalents                                   $  873,229           $3,184,620
  Short-term investments                                         548,462            1,121,015
  Accounts receivable, net of allowance for bad debts of
    $389,502 and $377,723, respectively                        6,874,545            7,016,706
  Billable production orders in process, at cost                 503,728              532,600
  Deferred income tax benefit                                    332,328              332,328
  Other current assets                                            90,730              111,105
                                                               ---------            ----------
          TOTAL CURRENT ASSETS                                 9,223,022            12,298,374

FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
  at cost, less accumulated depreciation and amortization
  of $2,092,265 and $1,883,435, respectively                     999,261               891,987

OTHER ASSETS                                                     375,790               406,012

          TOTAL ASSETS                                       $10,598,073           $13,596,373
                                                             ===========           ===========
         LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                                           $ 5,483,202           $ 7,658,037
  Accrued liabilities                                            634,247               552,323
                                                             -----------           -----------
     Total current liabilities                                 6,117,449              8,210,360
                                                              ----------           ------------
LONG-TERM DEBT                                                   250,000                250,000

DEFERRED INCOME TAX                                               53,109                 53,109

SHAREHOLDERS' EQUITY:
  Preferred stock, $1.00 par value, 1,000,000 shares
    authorized, no shares issued or outstanding                      -                      -
  Common stock, $.01 par value, 30,000,000 shares
    authorized, 10,600,000 shares issued                         106,000                106,000
  Additional paid-in capital                                   3,600,692              3,600,692
  Retained earnings                                            1,825,449              1,822,959
  Less: Treasury stock, 3,125,582 and 1,063,682
  shares held at cost, respectively                           (1,354,626)               (446,747)
                                                               ---------               ----------
     Total shareholders' equity                                4,177,515               5,082,904
                                                               ---------               ---------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $10,598,073             $13,596,373
                                                             ===========             ============
</TABLE>

 The accompanying notes are an integral part of these consolidated balance
 sheets.

<PAGE>

<TABLE>
<CAPTION>

               GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                    FOR THE THREE MONTHS ENDED APRIL 30            FOR THE SIX MONTHS ENDED APRIL 30
                                     1996             1995                                1996               1995
                                     ----              ----                               ----               ----
<S>                                  <C>              <C>                                 <C>               <C>

REVENUES FROM
COMMISSIONS & FEES                  $2,420,680       $2,510,244                          $4,647,531         $4,822,353
                                    ----------       ----------                          ----------         ----------

EXPENSES:

   Salaries and related costs        1,676,179        1,733,939                          3,268,490          3,437,091
   Other operating expenses            656,873          787,115                          1,424,417          1,552,352
   Interest income, net                (23,889)         (35,952)                           (73,045)           (84,521)

                                    $2,309,163       $2,485,102                         $4,619,862          $4,904,922
                                    ==========       ==========                         ==========          ==========


INCOME/(LOSS) BEFORE PROVISION/
(BENEFIT) FOR INCOME TAXES           111,517             25,142                            27,669             (82,569)

Provision/(Benefit) for
  income taxes                        96,869              6,570                             25,179             (16,514)

NET INCOME/(LOSS)                  $  14,648         $   18,572                          $   2,490          $  (66,055)
                                    ========          =========                           ========            =========

NET INCOME/(LOSS) PER COMMON
  SHARE                            $    0.00         $      .00                          $    0.00           $   (0.01)
                                   =========          =========                           ========            =========

Weighted average number of
  common shares                   7,474,418           9,536,318                         8,369,419            9,536,318
                                 ==========         ===========                       ===========          ===========
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

<PAGE>
<TABLE>
<CAPTION>

                                           GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY
                                             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                 FOR THE SIX MONTHS ENDED APRIL 30, 1996


                                       COMMON STOCK                Additional             TREASURY STOCK
                                       Number of                   Paid-in     Retained    Number of
                                        Shares    Amount           Capital     Earnings    Shares     Amount     Total
<S>                                   <C>         <C>               <C>         <C>         <C>        <C>        <C>
BALANCE, OCTOBER 31, 1995             10,600,000  $106,000         $3,600,692   $1,822,959  1,063,682  $(446,747) $5,082,904
    Treasury Stock Purchased                                                                2,061,900   (907,879)   (907,879)

     Net (Loss)/Income                   -           -                  -            2,490      -           -          2,490
                                      ----------  ---------        ----------    ---------   --------   --------   ---------

BALANCE, APRIL 30, 1996               10,600,000  $106,000         $3,600,692   $1,825,449   3,125,582 $(1,354,626)$4,177,515
                                      ==========  ========         ==========   ==========   ========= ============ =========
</TABLE>

The accompanying notes are an integral part of these consolidated statements.

<PAGE>
<TABLE>
<CAPTION>

                            GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY
                                    CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                       FOR THE SIX MONTHS ENDED APRIL 30,
                                                                            1996             1995
                                                                           ----              ----
<S>                                                                       <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)                                                         $  2,490          $  (84,627)
Adjustments to reconcile net income/(loss) to net cash
  (used in)/provided by operating activities:
  Depreciation and amortization                                            240,734             113,158
  Provision for doubtful accounts                                           11,779              20,364
  Increases/(decreases) in cash resulting from changes in operating assets and
   liabilities:
    Change in accounts receivable                                          130,382            (419,229)
    Change in billable production orders in process, at cost                28,872             127,412
    Change in other current assets                                          20,375              22,486
    Change in other assets                                                  (1,681)                 -
    Change in accounts payable                                          (2,174,835)           (124,449)
    Change in accrued liabilities                                           81,924             181,782
                                                                         ---------            --------

         Net cash (used in)/provided by operating activities            (1,659,960)          ( 163,103)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures/purchases, net                                     (316,105)            (45,235)

  Purchase/maturity of short term investments                              572,553            (101,606)

  Purchase of Treasury Stock                                              (907,879)               -
         Net cash (used in) investing activities                          (651,431)           (146,841)

Net (decrease) in cash and cash equivalents                             (2,311,391)         (  309,944)
                                                                        -----------         -----------

Cash and cash equivalents at beginning of year                           3,184,620           1,006,294
                                                                         ---------           ---------

Cash and cash equivalents at end of period                             $   873,229          $  696,350
                                                                           =======          ==========
</TABLE>

   The accompanying notes are an integral part of these consolidated statements


               GREENSTONE ROBERTS ADVERTISING, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     1. The consolidated interim financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted. It
is therefore suggested that these consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the fiscal year ended
October 31, 1995.

     2. These statements reflect all adjustments consisting of normal recurring
accruals which, in the opinion of management, are necessary for a fair
presentation of the Company's financial position and results of operations and
cash flows for the three and six month periods ended April 30, 1996 and 1995.

     3. Results of operations for interim periods are not necessarily indicative
of annual earnings.

     4. The consolidated financial statements include the accounts of the
Company and its subsidiary. All intercompany balances and transactions have been
eliminated.

     5. Net income per common share for the three and six month periods have
been computed based upon the weighted average number of shares of common stock
and common stock equivalents outstanding, 8,369,419 for the six month period
ended April 30, 1996 and 9,536,318 for the six month period ended April 30,
1995.

     6. Billable production orders in process are net of advance billings to
clients, which were $143,682 at April 30, 1996, and $309,999 at October 31,
1995.


                               SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Melville, State of New
York on June 21, 1996.

                  Greenstone Roberts Advertising, Inc.

                  By: /s/ Gary C. Roberts
                      Gary C. Roberts
                      President & COO

                  By: /s/Leonard Schrift
                      Leonard Schrift
                      Senior Vice President & CFO

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                         <C>
<PERIOD-TYPE>               6-MOS
<FISCAL-YEAR-END>                        OCT-31-1996
<PERIOD-START>                           NOV-01-1995
<PERIOD-END>                             APR-30-1996
<CASH>                                      873,229
<SECURITIES>                                548,462
<RECEIVABLES>                             7,264,047
<ALLOWANCES>                               (389,502)
<INVENTORY>                                       0
<CURRENT-ASSETS>                          9,223,022
<PP&E>                                    3,091,526
<DEPRECIATION>                           (2,092,265)
<TOTAL-ASSETS>                           10,598,073
<CURRENT-LIABILITIES>                     6,117,449
<BONDS>                                     250,000
                             0
                                       0
<COMMON>                                    106,000
<OTHER-SE>                                4,177,515
<TOTAL-LIABILITY-AND-EQUITY>             10,598,073
<SALES>                                           0
<TOTAL-REVENUES>                           4,647,531
<CGS>                                              0
<TOTAL-COSTS>                              3,268,490
<OTHER-EXPENSES>                           1,424,417
<LOSS-PROVISION>                              11,779
<INTEREST-EXPENSE>                           (73,045)
<INCOME-PRETAX>                               27,669
<INCOME-TAX>                                  25,179
<INCOME-CONTINUING>                            2,490
<DISCONTINUED>                                     0
<EXTRAORDINARY>                                    0
<CHANGES>                                          0
<NET-INCOME>                                   2,490
<EPS-PRIMARY>                                    .00
<EPS-DILUTED>                                    .00
        

</TABLE>


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