ION LASER TECHNOLOGY INC
10QSB, 1997-02-14
MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES
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                      U.S. 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 THE QUARTER ENDED DECEMBER 31, 1996

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934 FOR TRANSITION PERIOD FROM        TO        .

Commission file number 1-11064
 

                           ION LASER TECHNOLOGY, INC.
    ........................................................................
       (Exact name of small business issuer as specified in its charter)


               UTAH                                       87-0410364
     ............................                  ..........................
     (State or other jurisdiction                    (I.R.S. Employer
     of Incorporation or Organization)                Identification No.)



                           3828 South Main Street
                         Salt Lake City, Utah  84115
             ........................................................
              (Address of principal executive offices with Zip Code)

                               (801) 262-5555
                      ................................
                        (Issuer's telephone number)

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

Check whether the issuer (1) filed all reports required to be filed by Section 
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.  Yes [X] No [ ]

The number of shares of common stock of the Registrant outstanding as of 
December 31, 1996 was 5,280,830.

Transitional Small Business Disclosure Format
(Check One)
Yes [ ] No [X]
<PAGE>
Item 1.  Financial Statements

                          Ion Laser Technology, Inc.
              Unaudited Consolidated Condensed Balance Sheets
<TABLE>
<CAPTION>




                                                       December 31,          March 31,
                                                           1996               1996
                                                      --------------    --------------
<S>                                                   <C>               <C>
Assets
Current assets:
    Cash and cash equivalents                         $     894,444     $   5,081,912 
    Accounts receivable, less allowance
      of $33,000 and $40,000 at December 31, 1996
      and March 31, 1996  respectively                    1,873,845         1,253,458
    Inventories                                           2,976,615         1,348,861
    Prepaid expenses                                        195,460           125,997
    Income tax refund receivable                             20,515            19,564
                                                      --------------    --------------
Total current assets                                      5,960,879         7,829,792

Property, plant and equipment, net                        2,619,375         1,617,769

Investment in joint venture                                 197,917           197,917
Goodwill, net                                             1,159,600         1,209,051
Patent costs, net                                           452,071           129,582
Receivable from joint venture                               232,945           220,656
Other assets                                                  3,286            44,114
                                                      --------------    --------------
Total assets                                          $  10,626,073     $  11,248,881
                                                      ==============    ==============
</TABLE>

                             See accompanying notes.
<PAGE>
                           Ion Laser Technology, Inc.                    

           Unaudited Consolidated Condensed Balance Sheets (continued)
<TABLE>
<CAPTION>


                                                       December 31,        March 31,
                                                           1996               1996
                                                      --------------    --------------
<S>                                                   <C>               <C>
Liabilities and shareholders' equity
Current liabilities:				
    Notes payable                                     $      67,588     $     676,340 
    Accounts payable                                        534,343           329,037
    Accrued expenses                                        162,539           665,642
    Accrued warranty costs                                   79,742            97,497
    Current portion of long-term debt                        31,216            16,864
                                                      --------------    --------------
Total current liabilities                                   875,428         1,785,380


Long-term debt less current portion                         831,971           819,890

Redeemable common stock; 150,000 shares issued
  & Outstanding at March 31, 1996                              -              338,540

Shareholders' Equity:
Common stock, $.001 par value:                         
    Authorized shares - 50,000,000                            5,281             4,934
    Issued and outstanding shares -
      December 31, 1996 - 5,280,830
      March 31, 1996 - 4,933,630
Additional paid-in capital                                9,176,772         8,469,829
Less: Cost of 118,875 shares treasury stock                (400,000)             -
Retained earnings (deficit)                                 186,952          (119,361)
Cumulative translation adjustment                           (50,331)          (50,331)
                                                      --------------    --------------

Total shareholders' equity                                8,918,674         8,305,071
                                                      --------------    --------------

Total liabilities and shareholders' equity            $  10,626,073     $  11,248,881
                                                      ==============    ==============
</TABLE>

                            See accompanying notes.
<PAGE>
                          Ion Laser Technology, Inc.

         Unaudited Consolidated Condensed Statements of Operations
<TABLE>
<CAPTION>



                                            For nine months ended               For three months ended
                                       --------------------------------    --------------------------------
                                         Dec. 31,           Dec. 31,         Dec. 31,           Dec. 31,
                                           1996               1995             1996               1995
                                       --------------    --------------    --------------    --------------
<S>                                    <C>               <C>               <C>               <C>

Net sales                              $   5,458,871     $   2,844,697     $   2,097,646     $   1,009,046 

Cost of products sold                      2,690,320         1,919,628           984,337           686,278

Selling and administrative expenses        2,346,831           818,158           924,749           260,174

Research and development expenses            193,936            79,868            93,901            28,634
                                       --------------    --------------    --------------    --------------
                                             227,784            27,043            94,659            33,960

Other income (expense)                        78,528           (85,323)           (3,558)          (24,422)
                                       --------------    --------------    --------------    --------------
Income (loss) before income taxes            306,312           (58,280)           91,101             9,538

Income tax (expense) benefit                    -                 -                 -                 -
                                       --------------    --------------    --------------    --------------
Net income (loss)                      $     306,312     $    ($58,280)    $      91,101     $       9,538
                                       ==============    ==============    ==============    ==============

Earnings (loss) per common share       $        0.06     $       (0.01)    $        0.02     $        0.01
                                       ==============    ==============    ==============    ==============
</TABLE>

                            See accompanying notes.
<PAGE>

                          Ion Laser Technology, Inc.

           Unaudited Consolidated Condensed Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                                 Nine Months Ended:
                                                                          --------------------------------
                                                                           December 31,      December 31,
                                                                               1996              1995
                                                                          --------------    --------------
<S>                                                                       <C>               <C>
Operating activities				
Net income (loss)                                                         $     306,313     $     (58,280)
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
     Depreciation and amortization                                              162,139           108,091
     Provision for losses on accounts receivable                                  7,004             7,974
Changes in operating assets and liabilities:				
     Accounts receivable                                                       (639,680)          (33,346)
     Inventories                                                             (1,627,754)           89,564
     Prepaid expenses                                                           (69,463)          (48,380)
     Other assets                                                                40,828            11,989
     Accounts payable and accrued liabilities                                  (297,797)         (379,833)
     Accrued warranty costs                                                     (17,755)              759
     Income taxes payable                                                          (951)             -
                                                                          --------------    --------------
Net cash provided by (used in) operating activities                          (2,137,116)         (301,462)
                                                                          --------------    --------------

Investing activities				
Patent costs                                                                   (325,724)          (11,220)
Additions to property, plant and equipment                                   (1,111,059)          (56,250)
                                                                          --------------    --------------
Net cash (used in) investing activities                                      (1,436,783)          (67,470)
                                                                          --------------    --------------

Financing activities				
Payments on debt                                                               (582,319)         (167,259)
Proceeds from sale of common stock                                              368,750           631,252
Payments for purchase of common stock                                          (400,000)             -
                                                                          --------------    --------------
Net cash provided by (used in) financing activities                            (613,569)          463,993
                                                                          --------------    --------------

Net increase (decrease) in cash and cash equivalents                         (4,187,468)           95,061
Cash and cash equivalents at beginning of period                              5,081,912            82,440
                                                                          --------------    --------------
Cash and cash equivalents at end of period                                $     894,444     $     177,501
                                                                          ==============    ==============
</TABLE>
                           See accompanying notes.
<PAGE>
    NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                          December 31, 1996

1.   Accounting Policies

Basis of Presentation

The unaudited, consolidated, condensed financial statements of Ion Laser
Technology, Inc. (the "Company") as of December 31, 1996 and March 31, 1996
and for the nine months and three months ended December 31, 1996 and 1995
were prepared by the Company without audit in accordance with generally
accepted accounting principles for interim financial information and in
accordance with the instructions to Form 10-QSB and Article 10 of Regulation
S-X of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations.  In the opinion of
management, all necessary adjustments to the financial statements have been
made to present fairly the financial position and results of operations
and cash flows of the Company.  The results of operations for the periods
presented are not necessarily indicative of the results for the respective
complete years.  For further information, refer to the consolidated financial
statements and the notes thereto included in the Company's annual report on
Form 10-KSB for the year ended March 31, 1996.

Earnings Per Share

Earnings per share is computed based on the weighted average number of shares
of common stock and common stock equivalent shares outstanding during each
period.  Common stock equivalent shares consist primarily of stock options
that have a dilutive effect when applying the treasury stock method.  The
weighted average number of shares outstanding were 5,564,330 and 3,867,966 at
December 31, 1996 and 1995, respectively.

Reclassifications

Certain reclassifications, none of which affect net income, have been made to
the prior periods' amounts in order to conform to the current presentation.

2.     Inventories

Inventories consist of the following:

                                        December 31,            March 31,
                                           1996                   1995
                                        ------------           ------------
                 Raw materials          $1,258,950             $  512,604
                 Work in progress        1,137,165                445,726
                 Finished goods            580,500                390,531
                                        ------------           ------------
                                        $2,976,615             $1,348,861


Item 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations

Results of Operations

     Sales for the quarter ended December 31, 1996 totaled $2,097,646.  This 
is an increase from the quarter ended December 31, 1995 of $1,088,600 or 
107%.  Sales for the nine months ended December 31, 1996 were $5,458,871 
compared to $2,844,697 one year ago.  This is a change in year to date sales 
for the nine month period of $2,614,174 or a 92% increase over the same 
nine-month period during the previous fiscal year.  The increase in sales for 
the third quarter and the nine months is due to increased laser tooth 
whitening sales which accounted for $1,286,331 during the quarter and 
$3,520,897 for the nine month period ending December 31, 1996.  The Company 
had no sales of tooth whitening products in fiscal 1995.  The increase in 
laser tooth whitening sales accounts for 61% and 64%, respectively, of the 
Company's sales for the three and nine month periods.  This is a direct 
reflection of the Company's shift from the industrial laser market to the 
dental and tooth whitening market for its products.  Management of the Company 
believes there are significant growth opportunities in this and other dental 
cosmetic markets and an effort has been made to focus the resources of the 
Company to increase sales in these market areas.  Although the Company had 
significant increases in sales during the third quarter and the nine month 
period ending December 31, 1996, performance for these periods is not 
necessarily indicative of performance that may be expected or achieved in 
future periods.  In addition, the Company has noticed increasing competition 
in the laser tooth whitening industry and may be required to seek to enforce 
and protect its proprietary rights in its technology at great expense as 
competition increases.  This would adversely affect results of operations.  
See "Forward-looking Statements and Certain Risk Factors," below.

     The Company's gross margin percentage rose from 32% to 53% for the third 
fiscal quarter and from 33% to 51% for the nine month period.  The increase is 
due primarily to increased margins associated with the sale of laser tooth 
whitening products as opposed to the lower profit margins of the Company's 
previously emphasized industrial laser manufacturing business.

     Selling and administrative expenses increased $664,575 during the third 
quarter due to an increase in marketing costs associated with the preparation 
and roll-out of marketing campaigns for the Company's laser tooth whitening 
products.  During the nine months ended December 31, 1996 selling, general and 
administrative expenses were $2,346,831 compared to $818,158 for the same 
period in 1995.  This increase is attributable primarily to the increased cost 
of advertising and promotion of the Company's laser tooth whitening business 
launched during the fourth quarter of fiscal 1995 and continuing throughout 
the first three quarters of fiscal 1996.  Management expects the Company will 
continue to spend significant sums on advertising and promotional expenses 
over the next several months as it makes an effort to increase its market 
share of the laser tooth whitening business.  The Company's objective in such 
advertising campaign is to promote its BriteSmile products and brand names to 
both dentists and consumers as superior to competitive products.  A large part 
of this marketing campaign is aimed at advertising in specific geographic 
markets where the Company's sales efforts are being directed.

     Research and development within the Company and under its Technology 
Development Agreement with United Technologies continues to be important to 
the Company.  During the third quarter the Company filed for FDA clearance of 
a new dental composite curing device.  Further development efforts will 
continue in future periods.

     The Company had a net profit during the fiscal quarter ended December 31, 
1996 of $91,101.  The profit for the nine month period ending December 31, 
1996 was $306,312.  This compares to a net loss of ($9,538) during the third 
quarter of 1995 and a net profit of $58,280 for the nine months ending 
December 31, 1995.  The Company expects profits to continue to increase in 
future periods provided that the Company is able to overcome certain quality 
control and warranty problems discussed below, and, provided, further, that 
the Company continues to compete effectively with the increasing competition 
in the laser tooth whitening industry.  There can be no assurance, however, 
that such trends in profitability will continue.  The Company's business, its 
results of operations, and its profitability are affected by risks and hazards 
outside the control of management (see "Forward Looking Statements" and "Risk 
Factors" below).

Liquidity and Capital Resources

     The Company used $4,187,468 in cash during the nine months ended December 
31, 1996 compared to providing cash during the same period in 1995 totaling 
$463,993.  The cash provided during the first nine months of fiscal 1995 was 
obtained primarily from the sale of stock.  During fiscal 1996, the Company 
also redeemed $400,000 worth of its own stock.  Of the cash used in the first 
nine months of fiscal 1996, a total of $2,137,116 was used in operating 
activities.  An increase of $639,680 in accounts receivable for the 
nine-months was due to increased sales volume during the period and represents 
credit sales booked but not yet collected at December 31, 1996.  Inventory 
increased during the nine-month period by $1,627,754.  This increase in 
inventory was largely due to increased demand for and manufacture of inventory 
related to the Company's laser tooth whitening products.  The decrease in 
accounts payable and accrued liabilities is the result of payment of expenses 
accrued as of March 31, 1996 in connection with capital raising activities of 
the Company, which were paid during the nine months ended December 31, 1996.  
Investing activities of the Company used $1,436,783 during the period.  Of 
this sum, $1,111,059 was used for the purchase of new manufacturing equipment 
to increase manufacturing capacity, as well as the purchase of computer 
equipment and software, updating work stations, and the Company's network 
system.  The Company is also presently remodeling its facilities in Salt Lake 
City to increase production capacity and to construct a laser tooth whitening 
training center at its headquarters facility.  It is anticipated that the 
remodeling will be completed during the fourth quarter of this fiscal year.  
Financing activities used $613,569 in the nine months ending December 31, 1996 
compared to cash provided from financing activities during the same fiscal 
period in 1995 totaling $463,993 which resulted primarily from the sale of 
stock upon exercise of option agreements and from payments made by United 
Technologies under a Technology Development Agreement.  The Company 
repurchased $150,000 of stock during the third quarter of fiscal 1996 under 
that agreement.

     During the nine months ending December 31, 1996 the Company paid off 
$582,319 in short-term debt.  Most of the reduction in debt was the pay-down 
of the Company's line of credit.  The Company is presently negotiating with a 
bank to obtain a new line of credit which would permit the Company to 
refinance its mortgage and other long-term debt and provide the Company with 
an additional source of financing for future operations.

     The Company's working capital (current assets minus current liabilities) 
at December 31, 1996 was $5,085,451.  Its current ratio (current assets 
divided by current liabilities) improved from 4.38 at December 31, 1995 to 
6.81 as of December 31, 1996.  The Company believes cash provided by 
operations, current cash reserves and bank borrowings or other forms of debt 
or equity financing will be adequate for at least the next twelve months.

Forward Looking Statements and Certain Risk Factors

     Statements contained in this report on Form 10-QSB that are not purely 
historical are forward looking statements within the meaning of Section 27A of 
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 
1934.  Such statements include statements regarding the Company's 
expectations, beliefs, hopes, intentions or strategies regarding the future.  
All forward looking statements included in this report are based on 
information available to the Company on the date hereof and the Company 
assumes no obligation to update any such statements.  The Company cautions 
that actual results could differ materially from those in such forward looking 
statements.  Among other things, the Company's business and its results of 
operations may be affected by factors which could cause actual results to 
differ materially from those described in the forward looking statements 
contained in this report.  Such factors include, but are not limited to, the 
following:

     Government Regulation.  The Company's products are subject to the 
provisions of the Federal Food, Drug and Cosmetic Act (the "Act") and the Safe 
Medical Devices Amendment of the Act.  The Act is administered by the Food and 
Drug Administration ("FDA") and similar laws are administered by similar 
agencies in other countries.  The Act generally classifies medical devices 
into categories, and establishes varying degrees of labeling and marketing 
clearance procedures.  The Company is subject to FDA standards and procedures 
governing the manufacture of medical devices and to FDA inspection for 
compliance with such standards.  The Company has obtained FDA clearance for 
the use of its lasers in the tooth whitening process.   The Company is 
required to manufacture its regulated products in accordance with Good 
Manufacturing Procedures ("GMP") and is subject to periodic audits by the 
FDA.  In addition, the use of the Company's products may be regulated by 
various state agencies.  Although the Company believes it has been and is now 
in compliance with the FDA's rules and GMP, there can be no assurance that the 
Company's products will be able to comply successfully with any such 
requirements or regulations.

     Federal and state regulations regarding the manufacture and sale of 
medical devices are subject to future change.  The Company cannot predict what 
material impact, if any, such changes might have on its business.  In 
addition, the introduction of the Company's products in foreign markets will 
require obtaining foreign regulatory clearances.  There can be no assurance 
that the Company will be able to obtain regulatory clearances for all of its 
products in the U.S. or in foreign markets.  Although the Company believes 
that it will continue to be able to comply with all applicable regulations of 
the FDA, including GMP guidelines, current regulations depend heavily on 
administrative interpretations, and there can be no assurance that future 
interpretations made by the FDA or other regulatory bodies, with possible 
retroactive effect, will not adversely affect the Company.

     Many dentists who have acquired and who desire to acquire the Company's 
laser tooth whitening system also desire to utilize a dental hygienist and/or 
dental technician to perform many aspects of the laser tooth whitening 
procedure.  The dental licensing boards or similar regulatory bodies in 
several states of the United States have recently promulgated or proposed 
rules which prohibit dental hygienists and/or dental technicians from 
operating or using lasers in connection with dental procedures, including 
tooth whitening procedures.  Dental licensing boards or similar regulatory 
bodies in other states and countries can and may adopt similar rules, the 
effect of which is to discourage some dentists from acquiring the Company's 
laser tooth whitening system because they are not able to utilize less 
expensive employees and staff (dental hygienists and/or dental technicians) 
for a significant portion of the laser tooth whitening procedure.  The Company 
has determined to challenge rules adopted by states prohibiting dental 
hygienists and/or dental technicians from operating laser equipment in tooth 
whitening procedures.  Further, the Company has determined to initiate 
rulemaking procedures in other states which would expressly allow dental 
hygienists, and in some cases, dental technicians, to utilize lasers in tooth 
whitening procedures.  However, there can be no assurance that the Company's 
efforts opposing rules prohibiting dental hygienists and/or dental technicians 
from operating lasers in tooth whitening procedures or advancing rules 
allowing such will be successful.  To the extent that state licensing boards 
or similar regulatory bodies in a majority of the states of the United States 
and/or in foreign countries adopt rules prohibiting dental hygienists and/or 
dental technicians from operating lasers in tooth whitening procedures, the 
Company believes that the appeal of its laser tooth whitening products as a 
significant profit center for dentists engaged in cosmetic dentistry practices 
will be reduced.

     Technological Obsolescence.  The business of designing and manufacturing 
technical products such as lasers is characterized by rapid technological 
change.  In addition, there is increasing competition in the creation and 
manufacture of tooth whitening compounds used in the tooth whitening 
process.   Although the Company has obtained or applied for patents on certain 
aspects of its technology and processes used by it, there can be no assurance 
that the Company's competitors will not develop or manufacture products 
technologically superior to those of the Company.  The Company also relies 
upon trade secrets and no assurance can be given that others will not 
independently develop substantially equivalent proprietary information and 
techniques or otherwise gain access to the Company's trade secrets or disclose 
such technology, or that the Company can meaningfully protect its rights to 
unpatented trade secrets.  The Company requires its key employees, consultants 
and advisors to execute confidentiality agreements upon the commencement of an 
employment or consulting relationship with the Company.

     Competition.  The Company operates in a highly competitive industry and 
competes with firms which may have greater financial resources, broader 
experience and more substantial marketing operations than the Company.  Other 
laser manufacturers have also begun to market and use lasers in the tooth 
whitening process.  Although the Company believes its process to be superior 
to those of its competitors, there can be no assurance that the Company will 
be able to effectively compete with larger, better financed companies in the 
same industry.

     Product Liability.  Manufacturers and distributors of products used in 
the medical industry are from time to time subject to lawsuits alleging 
product liability, negligence or related theories of recovery, which have 
become an increasingly frequent risk of doing business in these industries.  
Although lawsuits may arise or claims may be asserted based on product 
liability or other legal theories against the Company, all such actions have 
been insured against and there are no such actions pending.  While the Company 
does not anticipate any such lawsuits, there can be no assurance that the 
Company will not be subjected to claims for and suffer substantial losses 
arising out of the use of any of its products which may be defective.  Such 
claims and losses, and the expense of defending against such claims, would be 
costly and could have a materially adverse effect on the Company's results of 
operations.  Although the Company presently maintains product liability 
insurance coverage, there can be no assurance that such coverage will be 
available for such risks in the future or that, if available, it would prove 
sufficient to cover potential claims or that the present amount of insurance 
can be maintained in force at an acceptable cost.  Furthermore, the assertion 
of such claims, regardless of their merit or eventual outcome, also may have a 
material adverse effect on the Company, its business reputation and its 
operations.

     Dependence Upon Market Acceptance of Company's Products.  The Company's 
ability to expand its product line and market its new products and processes 
(including the BriteSmile process) will depend upon the willingness of 
potential customers to purchase the products, in many instances to replace 
products presently purchased from the Company's competitors.  In addition, 
there can be no assurance that any new products or technologies developed or 
acquired by the Company, including those currently being developed by the 
Company, will be accepted by the industry.  The Company currently has limited 
marketing capabilities and will need to hire additional sales and marketing 
personnel for the new products.  There can be no assurance that any sales and 
marketing effort undertaken by the Company will be successful.  Furthermore, 
marketing is expensive and amounts spent to promote the products and processes 
of the Company will affect its results of operations.

     Dependence on Patents and Proprietary Rights.  The Company has several 
United States patents and has filed additional patent applications in the U.S. 
Patent and Trademark Office.  These patents and pending applications relate to 
the Company's multiplexer, collinated beam delivery system for composite 
curing, laser resonator, krypton or "mixed gas" ion laser device, and the 
BriteSmile process.  The Company believes patents and proprietary rights have 
been and will continue to be important in enabling the Company to compete.  
However, there can be no assurance that the pending patents will issue or, if 
they do issue, that they and the other patents of the Company will not be 
challenged or circumvented or will provide the Company with any competitive 
advantages or that any patents will issue from pending patent applications.  
Failure to obtain patents in certain foreign countries may materially 
adversely affect the ability of the Company to compete effectively in certain 
international markets.  The Company also relies on trade secrets that it seeks 
to protect, in part, through confidentiality agreements with employees and 
other parties.  There can be no assurance that these agreements will not be 
breached, that the Company would have adequate remedies for any breach or that 
the Company's trade secrets will not otherwise become known to or 
independently developed by competitors.  The Company may become involved from 
time to time in litigation to determine the enforceability, scope and validity 
of proprietary rights.  Any such litigation could result in substantial cost 
to the Company and divert the efforts of its management and technical 
personnel and adversely affect results of operations.

     Risks of Foreign Sales; Foreign Operations.  The Company's expanded 
marketing strategy includes increased marketing of its products in foreign 
countries.  Accordingly, the Company's business is subject to many of the 
risks of international operations, including tariff restrictions, foreign 
currency fluctuations, currency control regulations, competing or conflicting 
manufacturing standards, government regulation and approval policies for 
medical testing and therapy devices and licensing requirements.  In addition 
to the foreign sales activity of the Company, since 1989 the Company has been 
engaged in manufacturing operations in Shanghai, China, through its 
wholly-owned subsidiary, Ion Laser Technology Development Company and its 
ownership in Shanghai Laser Technology Company, a Chinese joint venture.  The 
joint venture manufactures and sells lasers to markets in China and other 
parts of the world.  In recent years, the political and economic climate in 
China has been subject to volatile change.  Political and economic changes in 
the future could adversely affect the Company's investment in the joint 
venture. 

     Recent Net Loss; Possible Future Losses.  Although the Company realized a 
modest net profit in its last fiscal year, the Company realized net losses in 
prior years.  The Company's operations continue to use significant amounts of 
cash as the Company endeavors to promote its BriteSmile tooth whitening 
products and services.   Although the Company has experienced revenue growth 
since its inception, there can be no assurance that such growth will continue 
or that net losses will not be incurred in future operating periods.

     Backlog; Quality Assurance.  The Company has recently increased its 
production capacity and is in the process of adding to that capacity at its 
Salt Lake City facility.  The increased demand for its lasers and for the 
chemical reagents used in the tooth whitening process resulting from increased 
sales activity in this industry has resulted in an increase in orders for the 
Company's products.  Inventories of finished products and work in progress 
have increased substantially.  In the past nine months the Company has 
experienced delays in delivering some finished products to customers.  In some 
cases there have also been an unusually high number of warranty claims related 
to delivered product.  While some quality assurance problems may reasonably be 
expected as a new product line is started or as new personnel are hired and 
trained to meet increasing demand, warranty claims are a significant expense 
to the Company and the delays caused by backlogs or by quality assurance 
problems adversely affect operating results.  The Company constantly works to 
improve quality and to reduce backlog, but there can be no assurance that 
these trends will not continue in the foreseeable future.

     Change in Business Focus.  The Company is currently transitioning its 
business to rely more heavily on the sale of laser tooth whitening chemicals 
and lasers used in the cosmetic dental market.  In addition to the foregoing, 
factors that may affect the Company's results of operations include the volume 
and timing of orders received, changes in the mix of product sold, market 
acceptance of the Company's products, competitive pricing pressures, the 
Company's ability to meet increasing demand, the Company's ability to 
introduce new products on a timely basis, the timing of new product 
announcements and introductions by the Company or its competitors, changing 
customer requirements, delays in meeting new product qualifications, the time 
of research and development, and the timing and extent of expenses related to
such research and development.

     As a result of the foregoing or other factors, there can be no assurance 
that the Company will not experience material fluctuations in future operating 
results on a quarterly or annual basis, which would materially and adversely 
affect the Company's business, financial condition and results of operations.

                         PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings.

     There are no legal proceedings involving the Company or any of its 
directors, officers or affiliates which are required to be discussed in this 
Report.  

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.

     On February 11, 1997, the Company announced that Lynn B. Barney, 
President and Chief Executive Officer of the Company, would become 
Vice-Chairman of the Board of Directors and that E. Wyatt Cannady would become
President and Chief Executive Officer of the Company, effective the week of
February 24, 1997.  The Company anticipates that it will enter into a written
employment agreement with Mr. Cannady on or before the commencement of his
employment with the Company, which employment agreement shall have a term
through March 31, 2000.  Under the terms of that contract, the Company will pay
Mr. Cannady a salary commensurate with his position and with the industry and
his compensation package will include incentives such as a cash bonus and stock
options, based on performance and term of service.  The Company has also agreed
that within three (3) months after his employment commences, Mr. Cannady will
be named as a member of the Board of Directors of the Company. 

<PAGE>
                                  SIGNATURES

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

                                     ION LASER TECHNOLOGY, INC.


Date: February 11, 1996              /s/ Dean E. Hutchings
      -----------------              --------------------------
                                     Dean E. Hutchings,
                                     Chief Financial Officer





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ION
LASER TECHNOLOGY, INC. UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS,
STATEMENTS OF OPERATIONS AND STATEMENTS OF CASH FLOWS FOR THE NINE AND THREE
MONTHS ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                        $894,444
<SECURITIES>                                         0
<RECEIVABLES>                               $1,906,845
<ALLOWANCES>                                   $33,000
<INVENTORY>                                 $2,976,615
<CURRENT-ASSETS>                            $5,960,879
<PP&E>                                      $3,531,008
<DEPRECIATION>                                $911,633
<TOTAL-ASSETS>                             $10,626,073
<CURRENT-LIABILITIES>                         $875,428
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        $5,281
<OTHER-SE>                                  $8,913,393
<TOTAL-LIABILITY-AND-EQUITY>               $10,626,073
<SALES>                                     $5,458,871
<TOTAL-REVENUES>                            $5,458,871
<CGS>                                       $2,690,320
<TOTAL-COSTS>                               $5,231,087
<OTHER-EXPENSES>                               $78,528
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             $62,420
<INCOME-PRETAX>                               $306,312
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           $227,785
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  $306,312
<EPS-PRIMARY>                                    $0.06
<EPS-DILUTED>                                    $0.06
        

</TABLE>


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