VISION TEN INC
10-Q, 1998-08-13
X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS
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<PAGE>



                                  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, 1998

                                       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 11, 1998 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
     Statements of Cash Flows                                      3
     Notes to Financial Statements                                 4

Item 2 - Management's Discussion and Analysis or  
     Plan of Operation                                             5

PART II - OTHER INFORMATION                                        6

SIGNATURE                                                          7
<PAGE>
<TABLE>
<CAPTION>




                                VISION TEN, INC.

                                 BALANCE SHEETS



                                                                                                June 30,             December 31,
                                                                                                  1998                   1997
                                                                                           -------------------    ------------------
                                                                                              (Unaudited)
                                     ASSETS
<S>                                                                                     <C>                   <C>   

CURRENT ASSETS:
     Cash                                                                               $              40,231  $             12,110
     Accounts receivable, net of allowance for
         doubtful accounts of $98,000                                                                 169,746                84,745
     Other receivables                                                                                      -                32,200
     Inventories                                                                                      297,400               309,868
                                                                                           -------------------    ------------------
         TOTAL CURRENT ASSETS                                                                         507,377               438,923

PROPERTY AND EQUIPMENT, net of
     accumulated depreciation of $53,031                                                                    -                     -
                                                                                           -------------------    ------------------

                                                                                        $             507,377  $            438,923
                                                                                           ===================    ==================

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                              $              29,114  $             12,885
     Advance from affiliate                                                                           224,252               178,550
                                                                                           -------------------    ------------------
         TOTAL CURRENT LIABILITIES                                                                    253,366               191,435
                                                                                           -------------------    ------------------

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                                                                     7,848,268             7,848,269
     Accumulated deficit                                                                           (8,396,567)           (8,403,091)
                                                                                           -------------------    ------------------
         TOTAL STOCKHOLDERS' DEFICIT                                                                 (395,989)             (402,512)
                                                                                           -------------------    ------------------

                                                                                        $             507,377  $            438,923
                                                                                           ===================    ==================





                       See notes to financial statements.

                                       -1-

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                VISION TEN, INC.

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)



                                                 Three Months ended June 30,                       Six Months ended June 30,
                                         -----------------------------------------   ----------------------------------------------
                                                 1998                  1997                    1998                     1997
                                         ----------------    ---------------------   ---------------------    ---------------------
<S>                                     <C>               <C>                       <C>                   <C>    
REVENUES                                 $         90,427  $               2,875    $            178,304   $               39,153

COST OF GOODS SOLD                                 66,832                  2,156                 142,523                   29,365
                                           --------------    ---------------------   ---------------------    ---------------------

GROSS PROFIT                                       23,595                    719                  35,781                    9,788
                                           ---------------    ---------------------   ---------------------    ---------------------

OPERATING EXPENSES:
     Selling and marketing expenses                 3,590                  1,372                   7,752                    4,681
     General and administrative expenses           11,480                  5,079                  24,156                   17,027
     Product development                           15,000                 15,000                  21,000                   21,000
                                           ----------------    ---------------------   ---------------------    --------------------
         TOTAL OPERATING EXPENSES                  30,070                 21,451                  52,908                   42,708
                                           ----------------    ---------------------   ---------------------    --------------------

LOSS FROM OPERATIONS                               (6,475)               (20,732)                (17,127)                 (32,920)
                                           ----------------    ---------------------   ---------------------    --------------------

OTHER INCOME
     GAIN ON SALE OF MARKETABLE SECURITIES         23,651                      -                  23,651                        -
                                           ----------------    ---------------------   ---------------------    --------------------

NET INCOME (LOSS)                          $       17,176   $            (20,732)    $             6,524    $             (32,920)
                                            ===============    =====================   ====================    =====================

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

AVERAGE COMMON SHARES
     OUTSTANDING                                15,303,796               15,303,796              15,303,796               15,303,796
                                            ===============    =====================   =====================    ====================
                                                                                     

     **  represents less than $.01 per share





















                       See notes to financial statements.

                                       -2-


</TABLE>

<PAGE>
<TABLE>
<CAPTION>




                              
                                VISION TEN, INC.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)



                                                                                          Six Months Ended June 30,
                                                                                  ------------------------------------------
                                                                                          1998                   1997
                                                                                  -------------------    -------------------
<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income (loss)                                                           $               6,524  $             (32,920)
                                                                                   -------------------    -------------------

     Adjustments to reconcile net loss to net cash
     used in operating activities:
         Depreciation                                                                               -                   4,553
         Gain on sale of marketable securities                                                 (23,651)                     -


     Changes in assets and liabilities:
         (Decrease) in accounts receivable                                                     (85,001)                (8,008)
         Decrease (increase) in inventories                                                     12,468                (69,857)
         Increase (decrease) in accounts payable and accrued expenses                           16,228                (12,539)
                                                                                   -------------------    -------------------
            TOTAL ADJUSTMENTS                                                                  (79,956)               (85,851)
                                                                                   -------------------    -------------------

         NET CASH USED IN OPERATING ACTIVITIES                                                 (73,432)              (118,771)
                                                                                   -------------------    -------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from sale of marketable securities                                                55,851                      -
                                                                                    ------------------    -------------------

     NET CASH PROVIDED BY INVESTING ACTIVITIES                                                  55,851                      -
                                                                                    -------------------    -------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Advances from affiliates                                                                   45,702                 85,196
                                                                                     ------------------    -------------------

     NET CASH PROVIDED BY FINANCING ACTIVITIES                                                  45,702                 85,196
                                                                                     -------------------    -------------------

NET INCREASE (DECREASE) IN CASH                                                                 28,121                (33,575)

CASH, beginning of period                                                                       12,110                 34,004
                                                                                     -------------------    -------------------

CASH, end of period                                                              $              40,231  $                 429
                                                                                     ===================    ===================













                       See notes to financial statements.

                                       -3-


</TABLE>


<PAGE>





                                VISION TEN, INC.

                          NOTES TO FINANCIAL STATEMENTS

                         SIX MONTHS ENDED JUNE 30, 1998

                                   (Unaudited)


1.       BASIS OF PRESENTATION

         The accompanying  unaudited financial  statements have been prepared in
         accordance with generally  accepted  accounting  principles for interim
         financial   statements  and  with  the  instructions  to  Form  10-QSB.
         Accordingly, they do not include all of the information and disclosures
         required for annual financial  statements.  These financial  statements
         should be read in conjunction with the financial statements and related
         footnotes  for the year ended  December  31, 1997  included in the Form
         10-KSB for the year then ended.

         In the opinion of the Company's management, all adjustments (consisting
         of normal recurring accruals) necessary to present fairly the Company's
         financial  position as of June 30, 1998,  and the results of operations
         and cash flows for the three-month and six-month periods ended June 30,
         1998, and 1997 have been included.

         The results of operations  for the  three-month  and six-month  periods
         ended June 30, 1998, are not  necessarily  indicative of the results to
         be expected for the full fiscal year. For further information, refer to
         the  financial   statements  and  footnotes  thereto  included  in  the
         Company's  Form  10-KSB  as filed  with  the  Securities  and  Exchange
         Commission for the year ended December 31, 1997.


                                       -4-

<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 income was $6,524 for the six months  ended June 30, 1998 as compared to
a loss of $32,920 for the six months ended June 30, 1997. Net income was $17,176
for the three  months  ended June 30,  1998 as compared to a net loss of $20,732
for the three  months  ended June 30,  1997.  During the quarter  ended June 30,
1998,  the  Company  derived  $23,651  in  income  from the  sale of  marketable
securities.

Sales for the six months  ended  June 30,  1998 were  $178,304  as  compared  to
$39,153 for the six months  ended June 30, 1997.  The 355% or $139,151  increase
was the result of additional  activity  from existing  customers and several new
customers that placed orders during the six months ended June 30,1998.  However,
management  cannot  anticipate   receiving  such  additional  orders  in  future
quarters.

Selling and  marketing  expenses  during the six months ended June 30, 1998 were
$7,752  compared to $4,681 for the six months ended June 30,1997,  a increase of
$3,071.

General and administrative  expenses for the six months ended June 30, 1998 were
$24,156 as compared to $17,027 for the six months ended June 30, 1997.

Product  development  costs remained  constant  compared to the six months ended
June 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

Cash used for operations  during the six months ended June 30, 1998 was $73,432.
Accounts  receivable  increased  by $85,001  from  December 31, 1997 to June 30,
1998. 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 $16,228.  Inventories  decreased  by
$12,468 during this period.

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,
1998.  The  Company's  largest  shareholder  has agreed to fund working  capital
needs, should they arise

                                       -5-

<PAGE>



during the remainder of 1998.  Management believes that these sources of working
capital will adequately meet the Company's needs through the end of 1998.

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

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K

                  (a)      Exhibits:

                  Number            Description
                       27           Financial Data Schedule

                  (b)      Reports on Form 8-K

                           No reports on Form 8-K were filed  during the quarter
                           ended June 30, 1998.


                                       -6-

<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 12, 1998

                                       -7-

<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<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>                  6-MOS
<FISCAL-YEAR-END>                                       DEC-31-1998
<PERIOD-START>                                          JAN-01-1998
<PERIOD-END>                                            JUN-30-1998
<CASH>                                                  40,231
<SECURITIES>                                            0
<RECEIVABLES>                                           169,746
<ALLOWANCES>                                            0 
<INVENTORY>                                             297,400
<CURRENT-ASSETS>                                        507,377
<PP&E>                                                  53,031
<DEPRECIATION>                                          53,031
<TOTAL-ASSETS>                                          507,377
<CURRENT-LIABILITIES>                                   253,366
<BONDS>                                                 650,000
                                   0
                                             0
<COMMON>                                                152,310
<OTHER-SE>                                              (548,299)
<TOTAL-LIABILITY-AND-EQUITY>                            507,377
<SALES>                                                 178,304
<TOTAL-REVENUES>                                        178,304
<CGS>                                                   142,523
<TOTAL-COSTS>                                           142,523
<OTHER-EXPENSES>                                        52,908
<LOSS-PROVISION>                                        0
<INTEREST-EXPENSE>                                      0
<INCOME-PRETAX>                                         6,524
<INCOME-TAX>                                            0
<INCOME-CONTINUING>                                     0
<DISCONTINUED>                                          0
<EXTRAORDINARY>                                         0
<CHANGES>                                               0
<NET-INCOME>                                            6,524
<EPS-PRIMARY>                                           0
<EPS-DILUTED>                                           0


        

</TABLE>


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