VISION TEN INC
10QSB, 1997-11-05
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 September 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 November 3, 1997 was 15,303,796 shares.


<PAGE>


                                VISION TEN, INC.

                                      INDEX

                                                                        Page
                                                                     ----------

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>
<TABLE>
<CAPTION>
                                                         VISION TEN, INC.
                                                          BALANCE SHEETS

                                                                                              September 30,          December 31,
                                                                                                  1997                  1996
                                                                                           -------------------    -----------------
                                                                                              (Unaudited)
                                                              ASSETS
<S>                                                                                    <C>                    <C>
CURRENT ASSETS:
     Cash                                                                               $               6,630  $            34,004
     Accounts receivable, net of allowance for
         doubtful accounts                                                                            115,571              119,710
     Other receivables                                                                                 32,200               32,200
     Inventories                                                                                      428,722              317,507
                                                                                           -------------------    -----------------
         TOTAL CURRENT ASSETS                                                                         583,123              503,421

PROPERTY AND EQUIPMENT, net of
     accumulated depreciation                                                                           1,206                8,035
                                                                                           -------------------    -----------------

                                                                                        $             584,329  $           511,456
                                                                                           ===================    =================

                                              LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable                                                                   $              62,296  $            56,757
     Advance form affiliate                                                                           173,677               68,481
     Accrued expenses                                                                                  72,804               72,804
                                                                                           -------------------    -----------------
         TOTAL CURRENT LIABILITIES                                                                    308,777              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                                                                           (8,375,027)          (8,337,165)
                                                                                           -------------------    -----------------
         TOTAL STOCKHOLDERS' DEFICIT                                                                 (374,448)            (336,586)
                                                                                           -------------------    -----------------

                                                                                        $             584,329  $           511,456
                                                                                           ===================    =================

                                                See notes to financial statements.

                                                               -1-

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                      VISION TEN, INC.
                                                                 STATEMENTS OF OPERATIONS

                                                                        (Unaudited)



                                                `        Three Months ended September 30,         Nine Months Ended September 30,
                                                   ---------------------------------------------------------------------------------
                                                           1997                  1996                 1997                 1996
                                                   ------------------    -----------------   ------------------    -----------------
<S>                                            <C>                   <C>                   <C>                  <C>
REVENUES                                        $             19,145  $             39,171 $             58,298  $          448,933

COST OF GOODS SOLD                                            14,359                26,378               43,724             333,700
                                                   ------------------    ------------------   ------------------    ----------------

GROSS PROFIT                                                   4,786                12,793               14,574             115,233
                                                   ------------------    ------------------   ------------------    ----------------

OPERATING EXPENSES:
     Selling and marketing expenses                            1,436                10,737                6,117              50,679
     General and administrative expenses                       2,292                 4,516               19,319              42,432
     Product development                                       6,000                 6,000               27,000              27,000
                                                   ------------------    ------------------   ------------------    ----------------
         TOTAL OPERATING EXPENSES                              9,728                21,253               52,436             120,111
                                                   ------------------    ------------------   ------------------    ----------------

 LOSS FROM OPERATIONS                                         (4,942)               (8,460)             (37,862)             (4,878)
                                                   ------------------    ------------------   ------------------    ----------------

NET LOSS                                        $             (4,942) $             (8,460)$            (37,862) $           (4,878)
                                                   ==================    ==================   ==================    ================

NET LOSS PER COMMON
     SHARE                                      $        **           $        **          $        **           $       **
                                                   ==================    ==================   ==================    ================

AVERAGE COMMON SHARES
     OUTSTANDING                                          15,303,796            10,164,000           15,303,796          13,743,146
                                                   ==================    ==================   ==================    ================


     **  represents less than $.01 per share


                                                            See notes to financial statements.

                                                                            -2-
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                     VISION TEN, INC.
                                             STATEMENT OF STOCKHOLDERS' DEFICIT

                                                       (Unaudited)


                                                                              Additional
                                                 Common Stock                   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                                      -                   -                  -              (37,862)           (37,862)

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

Balance at September 30, 1997
                                   $      15,303,796  $          152,310 $        7,848,269  $        (8,375,027) $        (374,448)
                                      ===============    ================   ================    =================    ===============




                                             See notes to financial statements.
</TABLE>
                                                            -3-
<PAGE>
<TABLE>
<CAPTION>
                                                             VISION TEN, INC.
                                                         STATEMENTS OF CASH FLOWS

                                                                (Unaudited)



                                                                                               Nine Months Ended September 30,
                                                                                          ------------------------------------------
                                                                                                 1997                   1996
                                                                                          -------------------    -------------------
<S>                                                                                    <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                                                                 $             (37,862) $              (4,878)
                                                                                          -------------------    -------------------

     Adjustments to reconcile net income (loss) to net cash
     used in operating activities:
         Depreciation                                                                                  6,829                  4,339
         Issuance of common stock                                                                          -                 75,000

     Changes in assets and liabilities:
         (Increase) decrease in accounts receivable                                                    4,139                (93,384)
         (Increase) decrease in inventories                                                         (111,215)                 5,055
         Increase in prepaid expenses and other current assets                                             -                 (4,100)
         Increase (decrease) in accounts payable                                                       5,539               (120,038)
         Increase in advance from affiliate                                                          105,196                 75,082
         Increase (decrease) in accrued expenses                                                           -                 60,590
                                                                                          -------------------    -------------------
            TOTAL ADJUSTMENTS                                                                         10,488                  2,544
                                                                                          -------------------    -------------------

         NET CASH USED IN OPERATING ACTIVITIES                                                       (27,374)                (2,334)
                                                                                          -------------------    -------------------

NET DECREASE IN CASH                                                                                 (27,374)                (2,334)

CASH, beginning of period                                                                             34,004                  2,736
                                                                                          -------------------    -------------------

CASH, end of period                                                                    $               6,630  $                 402
                                                                                          ===================    ===================




                                                    See notes to financial statements.

                                                                    -4-
</TABLE>

<PAGE>

                                VISION TEN, INC.

                          NOTES TO FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 30, 1997

                                   (Unaudited)


1.       BASIS OF PRESENTATION

         The accompanying  financial statements as of September 30, 1997 and for
         the nine months ended September 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 nine months
         ended September 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  nine  months  ended   September  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  $37,862  for the  nine  months  ended  September  30,  1997 as
compared to a net loss of $4,878 for the nine months ended  September  30, 1996.
Net loss was $4,942 for the three months ended September 30, 1997 as compared to
a net loss of $8,460 for the three months ended September 30, 1996.

Sales for the nine months ended  September  30, 1997 were $58,298 as compared to
$448,933  for the nine months  ended  September  30,  1996.  The 87% or $390,635
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
nine months ended  September 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 nine months ended September 30, 1997
were  $6,117 and $50,679  for the year ago  period,  a decrease of $44,562.  The
decrease is due to a reduction in sales personnel in 1997.

General and administrative expenses for the nine months ended September 30, 1997
were  $19,319 as compared to $42,432 for the nine  months  ended  September  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 nine  months  ended  September  30, 1997
remained constant as compared to the year ago period.

LIQUIDITY AND CAPITAL RESOURCES

The Company's  operating  activities utilized  approximately  $27,000 during the
nine months ended September 30, 1997.  Accounts  receivable  decreased by $4,139
from December 31, 1996 to September 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 increased during this period by
approximately  $5,539.  Inventories  increased by approximately  $111,000 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 September
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 : November 3, 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>                   9-mos
<FISCAL-YEAR-END>                              dec-31-1997
<PERIOD-START>                                 jan-01-1997
<PERIOD-END>                                   sep-30-1997
<EXCHANGE-RATE>                                1
<CASH>                                         6,630
<SECURITIES>                                   0
<RECEIVABLES>                                  147,771
<ALLOWANCES>                                   0
<INVENTORY>                                    428,722
<CURRENT-ASSETS>                               583,123
<PP&E>                                         53,031
<DEPRECIATION>                                 51,825
<TOTAL-ASSETS>                                 584,329
<CURRENT-LIABILITIES>                          308,777
<BONDS>                                        650,000
                          0
                                    0
<COMMON>                                       8,000,579
<OTHER-SE>                                     (8,375,027)
<TOTAL-LIABILITY-AND-EQUITY>                   584,329
<SALES>                                        58,298
<TOTAL-REVENUES>                               58,298
<CGS>                                          43,724
<TOTAL-COSTS>                                  14,574
<OTHER-EXPENSES>                               52,436
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (37,892)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (37,892)
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        

</TABLE>


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