VISION TEN INC
10QSB, 1997-08-21
X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS
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                                  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 Quarter Ended June 30, 1997

                                       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:    0-17878

                                VISION TEN, INC.
             (Exact Name of Registrant as Specified in its Charter)

           Delaware                                            33-0340338
State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization                               Identification No.)

                       180 Broad St., Carlstadt, NJ 07072
               (Address of principal executive office) (Zip Code)

                                 (201) 935-3000
               (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.

                  Yes    X                                             No

The number of shares of registrant's  Common Stock, $.01 par value,  outstanding
as of August 15, 1997 was 15,303,796 shares.


<PAGE>


                                                     VISION TEN, INC.

                                                           INDEX


                                                                        Page
                                                                       Number
                                                                     ----------

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

     Balance Sheets                                                         1
     Statements of Operations                                               2
     Statement of Stockholders' Deficit                                     3
     Statements of Cash Flows                                               4
     Notes to Financial Statements                                          5

Item 2 - Management's Discussion and Analysis or
     Plan of Operation                                                      6

PART II - OTHER INFORMATION                                                 7

SIGNATURE                                                                   8

<PAGE>
 VISION TEN, INC.
<TABLE>
<CAPTION>

                                                         BALANCE SHEETS



                                                                                               June 30,           December 31,
                                                                                                 1997                 1996
                                                                                           ------------------   ------------------
                                                                                              (Unaudited)
                                                             ASSETS

<S>                                                                                    <C>                   <C>   

CURRENT ASSETS:
     Cash                                                                               $                429 $             34,004
     Accounts receivable, net of allowance for
         doubtful accounts                                                                           127,718              119,710
     Other receivables                                                                                32,200               32,200
     Inventories                                                                                     387,364              317,507
                                                                                           ------------------   ------------------
         TOTAL CURRENT ASSETS                                                                        547,711              503,421

PROPERTY AND EQUIPMENT, net of
     accumulated depreciation                                                                          3,482                8,035
                                                                                           ------------------   ------------------

                                                                                        $            551,193 $            511,456
                                                                                           ==================   ==================

                                              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                                   $             44,218 $             56,757
     Advance form affiliate                                                                          153,677               68,481
     Accrued expenses                                                                                 72,804               72,804
                                                                                           ------------------   ------------------
         TOTAL CURRENT LIABILITIES                                                                   270,699              198,042
                                                                                           ------------------   ------------------

NOTE PAYABLE TO STOCKHOLDER                                                                          650,000              650,000
                                                                                           ------------------   ------------------

STOCKHOLDERS' DEFICIT:
     Common stock, $.01 par value, 20,000,000 shares authorized,
         15,303,796 issued and outstanding                                                           152,310              152,310
     Additional paid-in-capital                                                                    7,848,269            7,848,269
     Accumulated deficit                                                                          (8,370,085)          (8,337,165)
                                                                                           ------------------   ------------------
         TOTAL STOCKHOLDERS' DEFICIT                                                                (369,506)            (336,586)
                                                                                           ------------------   ------------------

                                                                                        $            551,193 $            511,456
                                                                                           ==================   ==================





                                               See notes to financial statements.

                                                               -1-
</TABLE>

<PAGE>
   VISION TEN, INC.
<TABLE>
<CAPTION>

                                                                 STATEMENTS OF OPERATIONS

                                                                        (Unaudited)



                                              Three Months ended June 30,                    Six Months Ended June 30,
                                      ---------------------------------------------------------------------------------------------
                                              1997                     1996                    1997                    1996
                                      ---------------------    ---------------------   ---------------------    -------------------
<S>                                 <C>                      <C>                     <C>                      <C>   

REVENUES                            $                 2,875  $                98,745 $                39,153  $             409,762

COST OF GOODS SOLD                                    2,156                   58,508                  29,365                307,322
                                      ---------------------    ---------------------   ---------------------    -------------------

GROSS PROFIT                                            719                   40,237                   9,788                102,440
                                      ---------------------    ---------------------   ---------------------    -------------------

OPERATING EXPENSES:
     Selling and marketing expenses                   1,372                   22,546                   4,681                 39,942
     General and administrative expenses              5,079                    4,596                  17,027                 37,916
     Product development                             15,000                   21,000                  21,000                 21,000
                                                                                              
                                        -------------------    ---------------------    ---------------------   --------------------
         TOTAL OPERATING EXPENSES                    21,451                   48,142                  42,708                 98,858
                                        -------------------    ---------------------   ---------------------    -------------------

INCOME (LOSS) FROM OPERATIONS                       (20,732)                  (7,905)                (32,920)                 3,582
                                        -------------------    ---------------------   ---------------------    -------------------

NET INCOME (LOSS)                   $               (20,732) $                (7,905)$               (32,920) $               3,582
                                       =====================    =====================   =====================    ===================

NET INCOME (LOSS) PER COMMON
     SHARE                          $           **           $           **          $           **           $          **
                                       =====================    =====================   =====================    ===================

AVERAGE COMMON SHARES
     OUTSTANDING                                  15,303,796               14,357,763              15,303,796             14,357,763
                                       =====================    =====================   =====================    ===================
                                                                                                                 

     **  represents less than $.01 per share






















                                                            See notes to financial statements.

                                                                            -2-
</TABLE>


<PAGE>
 VISION TEN, INC.

<TABLE>
<CAPTION>
                                                   STATEMENT OF STOCKHOLDERS' DEFICIT

                                                               (Unaudited)


                                                                            
                                              Common Stock                  Additional          
                                    -----------------------------------       Paid-in           Accumulated          
                                        Shares             Amount             Capital             Deficit              Total
                                    ---------------    ----------------   ----------------    -----------------    ---------------
<S>                              <C>               <C>                 <C>                 <C>                   <C>

Balance at December 31, 1996            15,303,796  $          152,310 $        7,848,269  $        (8,337,165) $        (336,586)

     Net loss                                    -                   -                  -              (32,920)           (32,920)

                                    ---------------    ----------------   ----------------    -----------------    ---------------

Balance at June 30, 1997
     (Unaudited)                        15,303,796  $          152,310 $        7,848,269  $        (8,370,085) $        (369,506)
                                    ===============    ================   ================    =================    ===============











                                                   See notes to financial statements.

                                                                   -3-
</TABLE>
<PAGE>
VISION TEN, INC.                                                        
                                                        
STATEMENTS OF CASH FLOWS                                                        
                                                        
(Unaudited)                                                     
                                                        
                                                        
                                                        
                                                       Six Months Ended June 30,
                                                          1997           1996
                                                       ----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
  Net income (loss)                             $       (32,920)  $       3,582
                                                 ---------------  --------------
  Adjustments to reconcile 
    net income (loss) to net cash     
    used in operating activities:                                           
    Depreciation                                          4,553           2,063
    Issuance of common stock                                  -          75,000
                                                        
  Changes in assets and liabilities:                                           
    (Increase) decrease in accounts receivable          (8,008)         (83,330)
    (Increase) decrease in inventories                 (69,857)          42,804
    (Increase) decrease in prepaid expenses and
     other current assets                                    -           (1,657)
     Increase (decrease) in accounts payable           (12,539)         (94,653)
     Increase (decrease) in advance from affiliate      85,196           (6,412)
     Increase (decrease) in accrued expenses                 -           60,590
                                                  ------------    --------------
                 TOTAL ADJUSTMENTS                       (655)           (5,595)
                                                  ------------    --------------
  NET CASH USED IN OPERATING ACTIVITIES               (33,575)           (2,013)
                                                  -----------     --------------
NET DECREASE IN CASH                                  (33,575)           (2,013)
                                                        
CASH, beginning of period                              34,004             2,736
                                                  -----------     --------------
CASH, end of period                             $         429   $           723
                                                  ===========   ===============
                                                        
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                                            
     INFORMATION:                                            
     Cash paid during the year
     for interest                               $         -    $             -
     Cash paid during the year                  =============   ================
     for income taxes                           $         -    $             -
                                                =============   ================
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                       See notes to financial statements.
                                                        
                                      -4-

<PAGE>




                                VISION TEN, INC.

                          NOTES TO FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 1997

                                   (Unaudited)


1.       BASIS OF PRESENTATION

         The accompanying  financial  statements as of June 30, 1997 and for the
         six  months  ended  June 30,  1997 and 1996  have not been  audited  by
         independent auditors, but in the opinion of management,  such unaudited
         statements  include  all  adjustments  consisting  of normal  recurring
         accruals  necessary for a fair presentation of the financial  position,
         the results of operations  and cash flows for the six months ended June
         30, 1997.

         The  financial  statements  should  be read  in  conjunction  with  the
         financial   statements  and  related  notes  concerning  the  Company's
         accounting policies and other matters contained in the Company's annual
         report on Form  10-KSB,  for the year  ended  December  31,  1996.  The
         results  for the six  months  ended June 30,  1997 are not  necessarily
         indicative  of the results  expected for the full year ending  December
         31, 1997.  Certain prior year amounts have been reclassified to conform
         with the current year's presentation.



                                       -5-

<PAGE>



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OR
                                PLAN OF OPERATION

GENERAL COMMENTS

This Management's  Discussion and Analysis or Plan of Operation contains forward
looking statements as defined in the private securities litigation reform act of
1995.  Such statements  relating to future events and financial  performance are
forward looking statements that involve risk and uncertainty, detailed from time
to time in the Company's securities and exchange commission filings.

RESULTS OF OPERATIONS

The net loss was $32,920 for the six months ended June 30, 1997 as compared to a
profit of $3,582 for the six months  ended June 30,  1996.  Net loss was $20,732
for the three months ended June 30, 1997 as compared to a net loss of $7,905 for
the three months ended June 30, 1996.

Sales for the six  months  ended  June 30,  1997 were  $39,153  as  compared  to
$409,762 for the six months ended June 30,  1996.  The 90% or $370,609  decrease
was the result of primarily one customer  having placed a large order during the
three months ended March 31, 1996 which satisfied  their long term  requirements
for the  Company's  products and did not place any orders  during the six months
ended June 30, 1997. Management  anticipates receiving such orders in the future
quarters, however there is no assurance that these orders will be placed.

Selling and  marketing  expenses  during the six months ended June 30, 1997 were
$4,681 and $39,942 for the year ago period, a decrease of $35,261.  The decrease
is due to a reduction in sales personnel in 1997.

General and administrative  expenses for the six months ended June 30, 1997 were
$17,027 as  compared  to $37,916  for the six months  ended June 30,  1996.  The
decrease  is  primarily  due to the  termination  of  leased  operations  in Los
Angeles,  California  in  December  1996  and  the  elimination  of the  related
expenses.

Product  development  costs during the six months  ended June 30, 1997  remained
constant as compared to the year ago period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's operating activities utilized approximately $34,000 during the six
months  ended  June 30,  1997.  Accounts  receivable  increased  by $8,000  from
December 31, 1996 to June 30, 1997. Management  anticipates that such receivable
balances  will be  collected  in due  course in the  Company's  next two  fiscal
quarters.  In  addition,  accounts  payable  decreased  during  this  period  by
approximately  $13,000.  Inventories  increased by approximately  $70,000 during
this period.

                                       -6-

<PAGE>




The  Company's  chief  executive  officer,  who holds a  $650,000  note from the
Company,  has agreed not to demand  repayment of the note within twelve  months.
Accordingly,  the note has been  reflected as a long term  liability at June 30,
1997.

The Company's  largest  shareholder  has agreed to fund working  capital  needs,
should they arise during the remainder of 1997.  Management  believes that these
sources of working  capital will adequately meet the Company's needs through the
end of 1997.

PART II - OTHER INFORMATION

Item 1.           LEGAL PROCEEDINGS - NONE
                  -----------------

Item 2.           CHANGES IN SECURITIES - NONE
                  ---------------------

Item 3.           DEFAULTS UPON SENIOR SECURITIES - NONE
                  -------------------------------

Item 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE
                  ---------------------------------------------------

Item 5.           OTHER INFORMATION - NONE
                  -----------------


                                       -7-

<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.


VISION TEN, INC..




                                              
                                            _____ /s/ Dr. Alfred Thumim________
                                                 Dr. Alfred Thumim
                                                 Chief Executive Officer



                                            _______/s/ Thomas A. Carpenter_____
                                                    Thomas A. Carpenter
                                                Controller and Chief Accounting
                                                Officer

Dated : August 19, 1997

                                       -8-


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0000848101
<NAME>                         VISION TEN
<MULTIPLIER>                                   1
<CURRENCY>                                     DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-01-1997
<PERIOD-END>                                   JUN-30-1997
<EXCHANGE-RATE>                                1
<CASH>                                         429
<SECURITIES>                                   0
<RECEIVABLES>                                  127,718
<ALLOWANCES>                                   0
<INVENTORY>                                    387,364
<CURRENT-ASSETS>                               547,711
<PP&E>                                         53,031
<DEPRECIATION>                                 49,549
<TOTAL-ASSETS>                                 551,193
<CURRENT-LIABILITIES>                          270,699
<BONDS>                                        650,000
                          0
                                    0
<COMMON>                                       8,000,579
<OTHER-SE>                                    (8,370,085)
<TOTAL-LIABILITY-AND-EQUITY>                   551,193
<SALES>                                        39,153
<TOTAL-REVENUES>                               39,153
<CGS>                                          29,365
<TOTAL-COSTS>                                  29,365
<OTHER-EXPENSES>                               42,708
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (32,920)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (32,920)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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