AMERICAN BODY ARMOR & EQUIPMENT INC
10QSB/A, 1996-08-02
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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<PAGE>
                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                FORM 10-QSB/A1

(Mark One)
/X/        QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996

/ /        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF  1934

FOR THE TRANSITION PERIOD FROM ____________ TO ____________

Commission file number  0-18863

                     American Body Armor & Equipment, Inc.
       (Exact name of small business issuer as specified in its charter)

         Florida                                    59-2044869
(State or Other Jurisdiction of        (I.R.S. Employer Identification No.)  
Incorporation or Organization)             

           191 Nassau Place Road, Yulee, Florida               32097
- -------------------------------------------------------------------------------
         (Address of principal executive offices)            (Zip Code)

                                 (904)261-4035
                          (Issuer's telephone number)


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

Check whether the issuer: (1) 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 ___

               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 X    No ___

                     APPLICABLE ONLY TO CORPORATE ISSUERS
                                       
State the number of shares outstanding of each of the issuer's class of common
equity, as of July 26, 1996: $.03 par value Common Stock - 6,919,816 3%
Convertible $1.00 stated value Preferred Stock - 0

<PAGE>
                                    PART II

Item 6.  Exhibits & Reports on Form 8-K

         a.       Exhibits

         The following Exhibit is hereby filed as part of this Quarterly
         Report on Form 10-QSB:

                              EXHIBIT DESCRIPTION

         11.1     Earnings Per Share Computations 

<PAGE>

                                  SIGNATURES

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

                                         AMERICAN BODY ARMOR & EQUIPMENT, INC.

                                         /s/ Jonathan M. Spiller
                                         -------------------------
                                         Jonathan M. Spiller
                                         President and Chief Executive Officer
                                         Dated             August 2, 1996


                                         /s/ Carol T. Burke
                                         ------------------------- 
                                         Carol T. Burke
                                         Vice President of Finance
                                         Dated             August 2, 1996



<PAGE>
                        EARNINGS PER SHARE COMPUTATIONS

                                                    Three Month Period Ended
                                                    June 30,          July 1,
                                                      1996             1995
                                                      ----             ---- 
PRIMARY EARNINGS PER SHARE:

Net Income                                         $  143,555       $  127,718
                                                   ----------       ----------

Shares:

Weighted average common shares outstanding          6,825,835        4,697,255

Effect of shares issuable under stock option
and stock grant plans, based on the treasury
stock method                                          939,362          118,623

Effect of shares issuable under conversion of 
preferred stock - if converted method (for 1996 
the "if converted" method is applied from the 
beginning of the period to the actual conversion
date of the preferred stock of January 19, 1996)         0           1,978,836
                                                   ----------       ----------

     Adjusted common shares and equivalents         7,765,197        6,794,714
                                                   ----------       ----------

Earnings per share - primary                       $      .02       $      .02
                                                   ----------       ----------
FULLY DILUTED EARNINGS PER SHARE:

Net Income                                         $  143,555       $  127,718
Add Back:
After tax interest expense accrued on Note         $   59,580               --
                                                   ----------       ----------

Adjusted net income                                $  203,135       $  127,718
                                                   ----------       ----------
Shares:

Weighted Average common shares outstanding          6,825,835        4,697,255

Effect of shares issuable under stock option
and stock grants plans, based on the treasury
stock method                                          991,201          138,378

Effect of shares issuable under conversion of 
subordinated note - if converted method (for 
1996 the "if converted" method is applied 
from the date of the note of April 30, 1996
to the end of the period)                           1,541,758            -


Effect of shares issuable under conversion of
preferred stock - if converted method (for 1996
 the "if converted" method is applied from the
beginning of the period to the actual conversion
date of the preferred stock of January 19, 1996)        0            1,978,836
                                                   ----------       ----------

     Adjusted common shares and equivalents         9,358,794        6,814,469

Earnings per share - fully diluted                 $      .02       $      .02
                                                   ----------       ----------

<PAGE>

                        EARNINGS PER SHARE COMPUTATIONS

                                                     Six Month Period Ended
                                                    June 30,          July 1,
                                                      1996             1995
                                                      ----             ----
PRIMARY EARNINGS PER SHARE:

Net Income                                         $  215,042       $  239,244
                                                   ----------       ---------- 

Shares:

Weighted average common shares outstanding          6,644,740        4,697,255

Effect of shares issuable under stock option
and stock grant plans, based on the treasury
stock method                                          853,701          118,623

Effect of shares issuable under conversion of
preferred stock - if converted method (for 1996
the "if converted" method is applied from the
beginning of the period to the actual conversion
date of the preferred stock of January 19, 1996)      181,095        1,761,382
                                                   ----------       ---------- 

     Adjusted common shares and equivalents         7,679,536        6,577,260

Earnings per share - primary                       $      .03       $      .04
                                                   ----------       ---------- 

FULLY DILUTED EARNINGS PER SHARE:

Net Income                                         $  215,042       $  239,244
Add Back:
After tax interest expense accrued on Note         $   59,580               --
                                                   ----------       ---------- 

Adjusted net income                                   274,622          239,244
                                                   ----------       ---------- 

Shares:

Weighted Average common shares outstanding          6,644,740        4,697,255

Effect of shares issuable under stock option
and stock grants plans, based on the treasury
stock method                                          961,809          209,350

Effect of shares issuable under conversion of 
subordinated note - if converted method (for 
1996 the "if converted" method is applied from 

the date of the note of April 30, 1996 to the 
end of the period)
                                                      770,879               --
Effect of shares issuable under conversion of
preferred stock - if converted method (for 1996
the "if converted" method is applied from the
beginning of the period to the actual conversion
date of the preferred stock of January 19, 1996)      181,095        1,761,382
                                                   ----------       ---------- 

     Adjusted common shares and equivalents         8,558,523        6,667,987
                                                   ----------       ---------- 
Earnings per share - fully diluted                 $      .03       $      .04
                                                   ----------       ---------- 


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