VISION TEN INC
10QSB, 1998-11-16
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, 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 November 12, 1998 was 15,303,796 shares.


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

                                                           BALANCE SHEETS



                                                                                             September 30,          December 31,
                                                                                                  1998                  1997
                                                                                           -------------------   -------------------
                                                                                              (Unaudited)
                                                               ASSETS
<S>                                                                                    <C>                    <C>  
CURRENT ASSETS:
     Cash                                                                               $              23,217  $             12,110
     Accounts receivable, net of allowance for
         doubtful accounts of $98,000                                                                 168,724                84,745
     Other receivables                                                                                      -                32,200
     Inventories                                                                                      381,619               309,868
                                                                                           -------------------   -------------------
         TOTAL CURRENT ASSETS                                                                         573,560               438,923

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

                                                                                        $             573,560  $            438,923
                                                                                           ===================   ===================

                                               LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                              $              82,196  $             12,885
     Advance from affiliate                                                                           243,712               178,550
                                                                                           -------------------   -------------------
         TOTAL CURRENT LIABILITIES                                                                    325,908               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                                                                           (8,402,926)           (8,403,091)
                                                                                           -------------------   -------------------
         TOTAL STOCKHOLDERS' DEFICIT                                                                 (402,348)             (402,512)
                                                                                           -------------------   -------------------

                                                                                        $             573,560  $            438,923
                                                                                           ===================   ===================





                                                 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,
                                                      ---------------------------------------------------------------------------
                                                            1998                 1997               1998               1997
                                                      ----------------    ----------------   ----------------    ----------------
<S>                                                <C>                 <C>                <C>                 <C>   
REVENUES                                           $           62,267  $           19,145 $          240,571  $           58,298

COST OF GOODS SOLD                                              1,137              14,359            193,660              43,724
                                                      ----------------    ----------------   ----------------    ----------------

GROSS PROFIT                                                   11,130               4,786             46,911              14,574
                                                      ----------------    ----------------   ----------------    ----------------

OPERATING EXPENSES:
     Selling and marketing expenses                               169               1,436              7,921               6,117
     General and administrative expenses                       11,320               2,292             35,476              19,319
     Product development                                        6,000               6,000             27,000              27,000
                                                      ----------------    ----------------   ----------------    ----------------
         TOTAL OPERATING EXPENSES                              17,489               9,728             70,397              52,436
                                                      ----------------    ----------------   ----------------    ----------------

LOSS FROM OPERATIONS                                           (6,359)             (4,942)           (23,486)            (37,862)
                                                      ----------------    ----------------   ----------------    ----------------

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

NET INCOME (LOSS)                                  $           (6,359) $           (4,942)$              165  $          (37,862)
                                                      ================    ================   ================    ================

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)



                                                                                               Nine Months Ended September 30,
                                                                                          ------------------------------------------
                                                                                                  1998                   1997
                                                                                          -------------------    -------------------
<S>                                                                                   <C>                    <C>  
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net Income (loss)                                                                 $                 165  $             (37,862)
                                                                                          -------------------    -------------------

     Adjustments to reconcile net loss to net cash
     used in operating activities:
         Depreciation                                                                                      -                  6,829
         Gain on sale of marketable securities                                                       (23,651)                     -


     Changes in assets and liabilities:
         Increase (decrease) in accounts receivable                                                  (83,979)                 4,139
         Decrease (increase) in inventories                                                          (71,751)              (111,215)
         Increase (decrease) in accounts payable and accrued expenses                                 69,310                  5,539
                                                                                          -------------------    -------------------
            TOTAL ADJUSTMENTS                                                                       (110,071)               (94,708)
                                                                                          -------------------    -------------------

         NET CASH USED IN OPERATING ACTIVITIES                                                      (109,906)              (132,570)
                                                                                          -------------------    -------------------

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                                                                         65,162                105,196
                                                                                          -------------------    -------------------

     NET CASH PROVIDED BY FINANCING ACTIVITIES                                                        65,162                105,196
                                                                                          -------------------    -------------------

NET INCREASE (DECREASE) IN CASH                                                                       11,107                (27,374)

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

CASH, end of period                                                                    $              23,217  $               6,630
                                                                                          ===================    ===================



                                                 See notes to financial statements.

                                                                -3-

</TABLE>
<PAGE>



                                VISION TEN, INC.

                          NOTES TO FINANCIAL STATEMENTS

                      NINE MONTHS ENDED SEPTEMBER 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  September  30,  1998,  and the  results  of
         operations and cash flows for the  three-month  and nine-month  periods
         ended September 30, 1998, and 1997 have been included.

         The results of operations for the  three-month  and nine-month  periods
         ended September 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 $165 for the nine months ended September 30, 1998 as compared
to a loss of $37,862 for the nine months ended  September 30, 1997. Net loss was
$6,359 for the three months ended  September  30, 1998 as compared to a net loss
of $4,942 for the three months ended September 30, 1997.

Sales for the nine months ended  September 30, 1998 were $240,571 as compared to
$58,298 for the nine  months  ended  September  30,  1997.  The 313% or $182,273
increase was the result of  additional  activity  from  existing  customers  and
several new customers that placed orders during the nine months ended  September
30, 1998. However, management cannot anticipate receiving such additional orders
in future quarters.

Selling and marketing  expenses  during the nine months ended September 30, 1998
were $7,921  compared to $6,117 for the nine months ended September  30,1998,  a
increase of $1,804.

General and administrative expenses for the nine months ended September 30, 1998
were  $35,476 as compared to $19,319 for the nine  months  ended  September  30,
1997.

Product  development  costs remained  constant compared to the nine months ended
September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

Cash used for  operations  during the six months  ended  September  30, 1998 was
$109,906.  Accounts  receivable  increased by $83,979 from  December 31, 1997 to
September 30, 1998. Management anticipates that such receivable balances will be
collected  in due course in the  Company's  next fiscal  quarter.  In  addition,
accounts payable increased during this period by $69,310.  Inventories increased
by $71,751 during this period.

The Company's chief executive officer, who holds a $650,000 note from the 
Company,  has agreed

                                       -5-

<PAGE>



not to demand repayment of the note within twelve months. Accordingly,  the note
has been reflected as a long term liability at September 30, 1998.

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

YEAR 2000

The Company  recognizes that a challenging  problem exists in that many computer
systems worldwide do not have the capability of recognizing the year 2000 or the
years thereafter.  No easy technological  "quick fix" has yet been developed for
this problem.  While the issue is not of significance for the Company because of
its minimal  reliance on computers,  this "Year 2000 Computer  Problem"  creates
risk for the Company from  unforeseen  problems in its own computer  systems and
from third parties with whom the Company deals.  Such failures of third parties'
computer  systems  could have a material  adverse  effect on the Company and its
ability to conduct its business in the future.


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 September 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 : November 12, 1998

                                       -7-


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                    0000848101                       
<NAME>                   VISION TEN, INC.     
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   SEP-30-1998
<EXCHANGE-RATE>                                1
<CASH>                                         23,217
<SECURITIES>                                   0
<RECEIVABLES>                                  168,724
<ALLOWANCES>                                   0
<INVENTORY>                                    381,619
<CURRENT-ASSETS>                               573,560
<PP&E>                                         53,031
<DEPRECIATION>                                 53,031
<TOTAL-ASSETS>                                 573,560
<CURRENT-LIABILITIES>                          325,908
<BONDS>                                        650,000
                          0
                                    0
<COMMON>                                       152,310
<OTHER-SE>                                     (554,658)
<TOTAL-LIABILITY-AND-EQUITY>                   573,560
<SALES>                                        240,571
<TOTAL-REVENUES>                               240,571
<CGS>                                          193,660
<TOTAL-COSTS>                                  193,660
<OTHER-EXPENSES>                               70,397
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                165
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   165
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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