OCEAN OPTIQUE DISTRIBUTORS INC
10QSB/A, 1996-08-09
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
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<PAGE>   1


                                 FORM 10-QSB/A

   
                                AMENDMENT NO. 2
    

   
                      SECURITIES AND EXCHANGE COMMISSION
    

                             WASHINGTON, D.C. 20549

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended   December 31, 1995
                                 --------------------------------

                                     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 No.  0-19670
                     ------------------------------------

                        OCEAN OPTIQUE DISTRIBUTORS, INC.
       -----------------------------------------------------------------
       (Exact Name of Small Business Issuer as Specified in Its Charter)

              Florida                                       65-0052592      
- -------------------------------------              ---------------------------
  (State or Other Jurisdiction of                   (I.R.S. Employer I.D. No.)
   Incorporation or Organization)

     14250 S.W. 119 Ave.
        Miami, Florida                                       33186            
- -------------------------------------              ---------------------------
   (Address of Principal Executive Offices)               (Zip Code)

Issuer's telephone number, including area code: 305-255-3272

Indicate by check mark whether the Issuer (1) 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 and (2) has been subject to such filing requirements for
the past 90 days.

                          Y E S   X          N O
                                 ---             ---
   
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At February 1, 1996 there were
outstanding 1,619,420 shares of Common Stock, no par value.
    

Transitional Small Business Disclosure Format:  YES     NO  X  
                                                   ---     ---

<PAGE>   2





               OCEAN OPTIQUE DISTRIBUTORS, INC. AND SUBSIDIARIES

                            INDEX TO FORM 10-QSB/A

   
                               AMENDMENT NO. 2
    


   
<TABLE>
<CAPTION>
PART I                   FINANCIAL INFORMATION                              PAGE
- ------                   ---------------------                              ----
<S>                                                                         <C>
Item 1. Financial Statements.

Condensed Consolidated Balance Sheets as of
December 31, 1995 and June 30, 1995 (Unaudited).                             3

Condensed Consolidated Statements of Income for the
Six Months Ended December 31, 1995 and 1994
(Unaudited).                                                                 4

Condensed Consolidated Statements of Income for the
Three Months Ended December 31, 1995 and 1994
(Unaudited).                                                                 5

Condensed Consolidated Statements of Cash Flows
Six Months Ended December 31, 1995 and 1994
(Unaudited).                                                                 6

Notes to Condensed Consolidated
Financial Statements (Unaudited).                                            7

Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.                               8


PART II                  OTHER INFORMATION
- -------                  -----------------

Item 6.  Exhibits and Reports on Form 8-K.                                  10

Signatures.                                                                 11
</TABLE>
    





                                       2
<PAGE>   3
               Ocean Optique Distributors, Inc. and Subsidiaries

                          CONSOLIDATED BALANCE SHEETS
                                  (Unaudited)
                        December 31, 1995 and June 30, 1995 
   
<TABLE>
<CAPTION>
                                                                  

                                   ASSETS
                                                                                  December 31,         June 30,
                                                                                      1995               1995
                                                                                  ------------         ---------
<S>                                                                                <C>                 <C>      
Current assets                                                                   
    Cash & cash equivalents.....................................................   $ 1,645,531         1,748,781
    Certificate of deposit - restricted.........................................        65,000            65,000
    Short-term investments......................................................       669,838         1,018,308
    Accounts receivable (net of allowance for doubtful accounts                  
         of $122,294 and $214,693 respectively).................................     2,765,642         2,571,026
    Inventory...................................................................     8,084,039         7,373,705
    Prepaid expenses & other current assets.....................................       384,191           376,627
    Deferred income taxes.......................................................       166,626           166,626
    Income tax receivable.......................................................       155,020           257,240
                                                                                   -----------       -----------
         Total current assets...................................................    13,935,887        13,577,313

Property and equipment, net.....................................................       298,035           328,702
Security deposits...............................................................        14,728            14,728
Debt issue cost, net............................................................       160,661           176,013
Intangible assets, net..........................................................     3,518,632         3,673,207
                                                                                   -----------       -----------   

          Total assets..........................................................   $17,927,943        17,769,963
                                                                                   ===========       ===========
                                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
    Bank line of credit.........................................................     3,437,300         3,173,800
    Accounts payable............................................................     1,117,416         1,350,708
    Due to related parties......................................................     2,090,030           920,000
    Due to foreign currency dealer..............................................     1,387,906         1,254,008
    Accrued expenses............................................................        89,886           124,048
    Notes payable to related party, current portion.............................       391,975           391,975
    Notes payable, current portion..............................................        85,979            71,275
    Capital lease obligations, current portion..................................        46,143            46,143
                                                                                   -----------       -----------
          Total current liabilities.............................................     8,646,635         7,331,957

8% Convertible subordinated debentures..........................................     1,575,000         1,575,000
Notes payable to related party, long-term portion...............................       584,154           736,699
Notes payable, long-term portion................................................           --             17,317
Capital lease obligations, long-term portion....................................         9,756            33,356
Deferred income taxes...........................................................       124,168           124,168
                                                                                   -----------       -----------
          Total liabilities.....................................................    10,939,713         9,818,497

Commitments and contingencies...................................................           --               --


Stockholders' equity:
     Series A Cumulative Convertible 3% Preferred Stock; 5,000,000
         shares authorized, 450,000 shares issued and outstanding
         (liquidation value - $1,575,000).......................................     1,474,398         1,474,398
     Series B 2% Convertible Preferred Stock; 5,000,000
         shares authorized, 230,000 shares issued and outstanding
         (liquidation  value - $1,150,000)......................................     1,150,000         1,150,000
     Common stock, no par value; 10,000,000 shares
         authorized, 1,619,420 issued and outstanding...........................     6,099,228         6,099,228
     Retained earnings (accumulated deficit)....................................    (1,735,396)         (772,160)
                                                                                   -----------        ----------       
          Total stockholders' equity............................................     6,988,230         7,951,466

          Total liabilities and stockholders' equity............................   $17,927,943        17,769,963
                                                                                   ===========        ==========       

</TABLE>
    

The accompanying notes are an integral part of these statements.

                                       3


<PAGE>   4



               Ocean Optique Distributors, Inc. and Subsidiaries

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

              For the six months ended December 31, 1995 and 1994


                                                                               
   
<TABLE>
<CAPTION>
                                                                                                 1995               1994
                                                                                              ----------         -----------
<S>                                                                                           <C>                  <C>  
Net sales.................................................................................    $6,903,917           4,340,110

Cost of goods sold........................................................................     4,698,124           2,292,644
                                                                                              ----------           ---------
         Gross profit.....................................................................     2,205,793           2,047,466

Selling, general and administrative expenses..............................................     2,890,860           2,097,766
                                                                                              ----------           ---------
                                                                                                (685,067)            (50,300)

Interest expense, net....................................................................       (254,350)           (129,098)
Other Income.............................................................................            --                9,342
                                                                                              ----------           ---------
        Loss before income taxes.........................................................       (939,417)           (170,056)

Income tax benefit.......................................................................            --               34,000
                                                                                              ----------           ---------
        Net loss.........................................................................     $ (939,417)           (136,056)

Dividends paid on convertible preferred stock............................................         23,819                 --
                                                                                              ----------           ---------
        Net loss applicable to common stockholders.......................................     $ (963,236)           (136,056)
                                                                                              ==========           =========
Net loss per share of common stock.......................................................     $    (0.59)              (0.08)
                                                                                              ==========           =========
Weighted average number of common shares outstanding.....................................      1,619,420           1,660,880
                                                                                              ==========           =========
</TABLE>
    


The accompanying notes are an integral part of these statements.


                                       4


<PAGE>   5


               Ocean Optique Distributors, Inc. and Subsidiaries

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)

             For the three months ended December 31, 1995 and 1994


                                                                     
   
<TABLE>
<CAPTION>
                                                                                                    1995             1994
                                                                                                 ---------         --------
<S>                                                                                              <C>               <C>
Net sales.....................................................................................   $3,044,978        2,113,958

Cost of goods sold............................................................................    2,358,221        1,091,600
                                                                                                 ----------        ---------
        Gross profit..........................................................................      686,757        1,022,358

Selling, general and administrative expenses..................................................    1,417,855        1,048,812
                                                                                                 ----------        ---------
                                                                                                   (731,098)         (26,454)

Interest expense, net.........................................................................     (160,332)         (98,845)
Other Income..................................................................................          --             9,342
                                                                                                 ----------        ---------
        Loss before income taxes..............................................................     (891,430)        (115,957)

Income tax benefit............................................................................      (15,000)          17,800
                                                                                                 ----------        ---------
        Net loss..............................................................................   $ (906,430)         (98,157)

Dividends paid on convertible preferred stock.................................................       12,006              --
                                                                                                 ----------        ---------
        Net loss applicable to common stockholders............................................   $ (918,436)         (98,157)
                                                                                                 ==========        =========
Net loss per share of common stock............................................................   $    (0.57)           (0.06)
                                                                                                 ==========        =========
Weighted average number of common shares outstanding..........................................    1,619,420        1,661,057
                                                                                                 ==========        =========

</TABLE>
    


The accompanying notes are an integral part of these statements.


                                       5


<PAGE>   6

                Ocean Optique Distributors, Inc. and Subsidiares

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)

              For the six months ended December 31, 1995 and 1994


                                                                        
   
<TABLE>
<CAPTION>
                                                                                             1995                   1994
                                                                                          ---------               ----------
<S>                                                                                       <C>                     <C>
Cash flows from operating activities:                                                
  Net loss.........................................................................       $ (963,236)               (136,056)
  Adjustments to reconcile net loss to net cash                                      
      used in operating activities:                                                  
    Depreciation and amortization..................................................          224,795                 162,669
    Changes in assets and liabilities:                                               
      Decrease (increase) in short-term investments................................          348,470                (565,801)
      Increase in accounts receivable, net.........................................         (194,616)                (72,892)
      Increase in inventory........................................................         (710,334)               (627,591)
      Increase in prepaid expenses, security deposits                                
          and intangible assets....................................................           (7,564)               (181,703)
      Decrease in accounts payable and accrued expenses............................         (267,454)                 (4,350)
      Increase in due to related parties...........................................        1,170,030                     --
      Increase (decrease) in income taxes..........................................          102,220                 (47,067)
                                                                                          ----------              ----------
                Net cash used in operating activities..............................         (297,689)             (1,472,791)
                                                                                          ----------              ----------
Cash flows from investing activities:
  Goodwill adjustments.............................................................           (2,901)                    --
  Capital expenditures.............................................................          (21,300)                (51,067)
                                                                                          ----------              ----------
                Net cash used in investing activities..............................          (24,201)                (51,067)
                                                                                          ----------              ----------
Cash flows from financing activities:
  Net borrowings on bank line of credit and notes payable..........................          108,342                 141,966
  Proceeds from borrowings from foreign currency dealer............................          133,898                    --
  Payments under capital lease obligation..........................................          (23,600)                (18,696)
  Buyback of common stock..........................................................              --                 (318,750)
  Payments from the exercise of stock warrants                                                   --                  (42,049)
                                                                                          ----------              ----------
                Net cash provided by (used in) financing activities................          218,640                (237,529)
                                                                                          ----------              ----------
                Net decrease in cash and cash equivalents..........................         (103,250)             (1,761,387)

Cash and cash equivalents, beginning of period.....................................        1,748,781               1,849,746
                                                                                          ----------              ----------
Cash and cash equivalents, end of period...........................................       $1,645,531                  88,359
                                                                                          ==========              ==========
Supplemental disclosure of cash flow information:
     Cash paid (received) during the period for income taxes, net..................       $  (98,000)                 13,067
                                                                                          ==========              ==========
     Cash paid during the period for interest, net.................................       $  207,121                 129,098
                                                                                          ==========              ==========      

</TABLE>
    

The accompanying notes are an integral part of these statements.

                                       6


<PAGE>   7


                        OCEAN OPTIQUE DISTRIBUTORS, INC.
                                AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)


(1) BASIS OF PRESENTATION

    The accompanying unaudited condensed consolidated financial statements
    have been prepared in accordance with the instructions to Form 10-QSB
    and do not include all of the information and footnotes required by
    generally accepted accounting principles for complete financial
    statements.  However, such information reflects all adjustments
    (consisting solely of normal recurring adjustments), which are, in the
    opinion of Management, necessary for a fair statement of results for
    the interim periods.

    The results of operations for the six months ended December 31, 1995
    are not necessarily indicative of the results to be expected for the
    full year.

    These statements should be read in conjunction with the financial
    statements and notes thereto included in the Company's Form 10-KSB, as
    amended, for the fiscal year ended June 30, 1995.

(2) ORGANIZATION

    Ocean Optique Distributors, Inc. (the "Company") was incorporated
    under the laws of the State of Florida on May 31, 1988.  The Company
    is an importer and distributor of eyeglass frames.
    
    On June 21, 1995, the Company acquired 100 percent of the capital
    stock of European Manufacturers Agency, Inc. ("EMA"), a Florida
    corporation.  EMA is engaged in the business of distributing and
    marketing private label ophthalmic frames and related items and
    continues to conduct such business as a wholly-owned subsidiary of the
    Company.

(3) BANK LINE OF CREDIT

    On June 29, 1994, and as subsequently amended in September 1995, the
    Company refinanced its credit facility.  The new line of credit, which
    expires in September 1996, allows the Company to borrow up to
    $3,500,000, is secured by a pledge of all the Company's assets.
    Borrowings under this agreement are limited to the sum of 75 percent
    of accounts receivable, and 50 percent of inventory on hand, not to
    exceed $2,000,000.  Interest on the line of credit is 3/4% above the
    bank's prime lending rate.

   
(4) CALCULATION OF EARNINGS PER SHARE

    The Company calculates its earnings per share without including the 
    500,000 shares held in escrow pursuant to the terms of the EMA acquisition
    agreement.

    The EMA acquisition agreement provides for the escrow of 500,000 of the 
    533,333 total shares of the Company's Common Stock issued in exchange for 
    the EMA shares, with a portion of such escrowed shares to be released to 
    the former EMA shareholders, Robert D. Winn and Mary S. Winn, on each of 
    the first, second, third and fourth anniversaries of the acquisition date.
    The acquisition agreement provides that the number of shares to be 
    released on any such date will be determined by dividing 375,000 by the 
    then-current market value of the Company's Common Stock, provided that the 
    number of shares to be released on any anniversary date will not be less 
    than 62,500 shares nor more than 150,000 shares.  In the event that the 
    number of shares of the Company's Common Stock to be released from escrow 
    on an anniversary date is greater than the number of shares then held in 
    escrow, the acquisition agreement provides that the Company will issue 
    additional shares in the amount of any such shortfall, and such shares 
    will be deemed to be issued as part of the original purchase price set 
    forth in the acquisition agreement.  Any shares of Common Stock remaining 
    in escrow subsequent to the fourth anniversary of the acquisition date 
    will be released to and cancelled by the Company.  The acquisition 
    agreement further provides that the Winns, as beneficial owners of the 
    escrowed shares, are entitled to all voting, dividend and liquidation 
    rights, preferences and privileges applicable to all of the escrowed 
    shares, but will be unable to transfer such shares until released from 
    escrow.

    Pursuant to the acquisition agreement, EMA entered into employment
    agreements with Robert Winn and Mary Winn relating to their continued
    service as executive officers of EMA.  Under the terms of the 
    acquisition agreement, if either of such employment agreements is 
    terminated by the Company without cause, all shares then maintained 
    in escrow in the name of the terminated executive officer will be 
    released and delivered to that person.  If either such agreement is 
    terminated for cause or by the officer, the officer's shares will be 
    released from escrow according to the above-described schedule.

    This escrow arrangement is intended primarily to assure the Company 
    of a remedy in the event of a claim by the Company to the 
    indemnification provided by the former EMA shareholders under the 
    acquisition agreement. Pursuant to the terms of the agreement, any 
    claim to such indemnification is to be first applied to the escrowed 
    shares.  As of the date hereof, no such claim has been made by the 
    Company.

    Future years' earnings per share calculations will include the shares 
    released from escrow, if any.
    


                                       7

<PAGE>   8

                        OCEAN OPTIQUE DISTRIBUTORS, INC.
                                AND SUBSIDIARIES

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


         The following is an analysis of the Company's results of operations
and its liquidity and capital resources.  To the extent that such analysis
contains statements that are not of a historical nature, such statements are
forward-looking statements, which involve risks and uncertainties.  These
risks include: risks of increases in the costs of the Company's products; the
Company's relationships with its suppliers and licensors; the financial
condition and operations of the Company's customers; changes in fashions and
preferences of purchasers of eyewear;  competitive and general economic factors
in the markets where the Company's products are manufactured or sold; the
impact of, and changes in, government regulations such as trade restrictions or
prohibitions, or import and other charges and taxes; and other factors
discussed in the Company's filings with the Securities and Exchange Commission.

         The following discussion and analysis should be read in conjunction
with the condensed consolidated financial statements and the related notes
thereto of Ocean Optique Distributors, Inc. and subsidiaries (collectively, the
"Company"), included elsewhere herein.

OVERVIEW

         During the quarter ended December 31, 1995, the Company continued its
assimilation of the business lines acquired in its June 1995 acquisition of
European Manufacturers Agency, Inc. ("EMA").  As discussed more fully below,
the EMA acquisition resulted in increased net sales for the Company, but also
contributed to the Company's lower gross profit margin and higher selling,
general and administrative ("SG&A") expenses for the quarter.  With the
acquisition of EMA, the Company intends to continue to expand its customer base
and product lines through the sales of private label products to retailers.
The Company is also in the process of reviewing its SG&A expenses in an effort
to control such expenses.

         During the quarter ended December 31, 1995, the Company's license
agreement with Revlon was renewed for a one-year term ending December 31, 1996.
The license agreement may be renewed for an additional three-year term if
certain criteria are met.  No assurance can be given that such criteria will be
met and that therefore such renewals can be negotiated.  However, the Company
believes that there would be no material adverse effect on the Company's
long-term future business should the agreement expire and not be renewed.

RESULTS OF OPERATIONS - For the six months ended December 31, 1995 and 1994.

         For the six months ended December 31, 1995, the Company had net sales
of $6,903,917, an increase of $2,563,807 (59.1%) over the same period in 1994.
This increase is attributable to sales by EMA (acquired by the Company in June
1995) totaling $1,960,052 and a $603,752 (13.9%) increase over


                                      8

<PAGE>   9

last year's core business.  The increase in core business was due in a large
part to the addition of new products, new customers, and expanding sales from
existing customers.

   
         The Company's gross profit for the six months ended December 31, 1995
increased by $158,327, or 7.7%, when compared to the same period in 1994,
mainly due to the increase in the sales volume in the current period and an
additional reserve of $300,000 for markdowns, returns and defectives.  The
Company's gross profit margin decreased, however, from 47.2% for the six months
ended December 31, 1994, to 31.9% for the six month period ended December 31, 
1995. This decrease can mainly be attributed to management's decision to be
more price competitive in the marketplace by lowering the prices of some
existing product, lower markups of some new product, and management's decision
to provide for an additional reserve of $300,000 for markdowns, returns and
defectives.  The gross profit margin at EMA is traditionally lower than the
Company's gross profit margin, also contributing to a lower overall gross
margin.
    

          SG&A expenses for the six months ended December 31, 1995 increased by
$793,094 (36.7%) over the same period last year, largely as a result of the
SG&A expenses relating to EMA of $471,274, and to a lesser extent commissions
of $48,000, advertising expenses of $68,000 and royalties of $23,000.  SG&A as
a percentage of net sales decreased to 41.9% from 48.3% for the six months
ended December 31, 1995 and 1994, respectively.  This decrease is mainly due to
the increase in sales volume over last year.
         
         Beginning with the 1995 fiscal year, the Company has been selectively 
purchasing foreign currency in advance of anticipated inventory purchases in
order to stabilize the Company's cost of goods sold. Management believes at the
present time that its current foreign currency holdings are sufficient for the
Company's anticipated inventory purchases for the next 12 months.  The
Company's advance purchases of foreign currencies, however, may limit the
Company's ability to benefit from further favorable changes in exchange rates
and may not offset the impact of possible future increases in the prices of
inventories purchased.  The following are the foreign currencies held at
December 31, 1995 in U.S. dollar equivalent: German mark $105,630; Italian lira
$874,584; Japanese yen $251,586; and French franc $196,444.

   
         For the six months ended December 31, 1995 the Company had a net loss
of $939,417 compared to a net loss of $136,056 for the same period last year.
This $803,361 increase in the net loss is mainly due to lower gross margins
as discussed above, and an increase in net interest expense, of $125,252, in
the six month period ended December 31, 1995 versus the same period in 1994.
The increase in net interest expense was due to a higher level of borrowings,
less cash available to invest and interest relating to note payable acquired in
the acquisition of EMA.
    

         Reflected herein is the discount of the non-interest-bearing note
payable to related party to reflect an appropriate interest rate.  The effect
of recognizing interest expense and adjusting amortization was a net increase
in the Company's loss by $44,328 for the six months ended December 31, 1995.  
In addition, the Company increased its reserves for inventory markdowns,
returns and defectives by $300,000 after further reviewing inventory levels.

RESULTS OF OPERATIONS - For the three months ended December 31, 1995 and 1994.

         For the three months ended December 31, 1995, the Company had net
sales of $3,044,978, an


                                       9

<PAGE>   10

increase of $931,020 (44.0%) over the same period in 1994.  This increase is
attributable to sales by EMA (acquired by the Company in June 1995) totaling
$803,578 and a $127,442 (4.7%) increase over last year's core business.  The
increase in core business was due in a large part to the increase in new
customers, new products and expanding sales from existing customers.

   
         The Company's gross profit for the three months ended December 31,
1995 decreased by $335,601, or 32.8%, when compared to the same period in 1994,
mainly due to the increase in sales volume in the current period and additional
reserve of $300,000 for markdowns, returns and defectives.  The Company's gross
profit margin decreased from 48.3% for the three months ended December 31,
1994, to 22.6% for the three-month period ended December 31, 1995.  This
decrease can mainly be attributed to management's decision to be more price
competitive in the market place by lowering the prices of some existing product
and lower markups of some new product and management's decision to provide for
an additional reserve of $300,000 for markdowns, returns and defectives.
    

         SG&A for the three months ended December 31, 1995 increased by
$369,043 (35.2%) over the same period last year largely as a result of the SG&A
expenses relating to EMA.  SG&A as a percentage of net sales decreased to 46.6%
from 49.6% for the three months ended December 1995 and 1994, respectively.
This decrease is mainly due to the increase in sales volume over last year.

   
         For the three months ended December 31, 1995, the Company had a net
loss of $906,430 compared to a net loss of $98,157 for the same period last
year.  This $808,273 increase in the net loss is mainly due to lower gross
margins as discussed above, and an increase in net interest expense, of $61,487,
for the three-month period ended December 1995 versus the same period in 1994.
The increase in net interest expense was due to a higher level of borrowings,
less cash available to invest and interest relating to a note payable acquired
in the acquisition of EMA.
    

         Reflected herein is the discount of the non-interest-bearing note 
payable to related party to reflect an appropriate interest rate.  The effect 
of recognizing interest expense and adjusting amortization was a net increase 
in the Company's loss by $21,090 for the three months ended December 31, 1995. 
In addition, the Company increased its reserves for inventory markdowns, 
returns and defectives by $300,000 after further reviewing inventory levels.


LIQUIDITY AND CAPITAL RESOURCES

         At December 31, 1995, the Company's working capital was $5,289,252 and
its current ratio was 1.61:1, as compared to the working capital of $6,157,874
and a current ratio of 1.8:1 as of June 30,1995.

   
         The change in net cash used in operating activities was primarily due
to the net loss from operations of $963,236, depreciation and amortization
(including goodwill) of $224,795, a decrease in short-term investments of
$348,470, an increase in inventory of $710,334 and an increase in accounts
payable and accrued expenses and due to related parties of $902,576.  The
change in goodwill relates to the adjustment made at June 30, 1995 to reduce 
the note payable to related party and to reduce goodwill for the imputed 
interest on the note. Subsequent to the three months ended December 31, 1995, 
the Company realized it had amortized goodwill based on a gross goodwill amount 
prior to the imputed interest mentioned above. Therefore, there is an amount 
added back to goodwill to reflect this change.  The increase in inventory 
relates to having inventory on hand to accommodate the increased revenue 
months of the March quarter, which historically has been a better revenue 
period, and to the addition of new styles.  The increase in net accounts 
payable and due to related
    


                                       10

<PAGE>   11

parties is due to the needed additional inventory.  Societe Francaise de
Lunetterie ("SFL") and D'Arrigo Moda Italia ("Arrigo"), the related parties,
are both principal shareholders of the Company and are major European suppliers
of product to the Company.

         During the Company's 1995 fiscal year, it maintained a $3,500,000 line
of credit agreement with Republic National Bank ("RNB").  As of December 31,
1995, total available credit under this line was $155,000.  Interest on the
line of credit is 3/4% above the prime lending rate.  On September 27, 1995 the
credit facility with RNB was renewed through September 1996.  In connection
with the renewal, EMA was added to the loan agreement as a co-borrower and the
Company agreed to pay an existing $150,000 line of credit from Barnett Bank by
December 31, 1995. Pursuant to an understanding  with RNB, the Company paid off
the $150,000 line of credit with Barnett Bank subsequent to December 31, 1995.

   
         Management currently believes that cash from operations and from
available credit sources are sufficient for the Company to maintain its
operations at current levels, including the operations acquired in the EMA
acquisition.
    

                                    PART II
                               OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A)      Exhibits.

         27.1    Financial Data Schedule (for SEC use only).

(B)      Reports on Form 8-K.

         None.


                                       11

<PAGE>   12
                       OCEAN OPTIQUE DISTRIBUTORS, INC.
                               AND SUBSIDIARIES
                                FORM 10-QSB/A
   
                               AMENDMENT NO. 2
    
                              December 31, 1995


                              S I G N A T U R E S

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


                                       Ocean Optique Distributors, Inc.


                                       By: /s/ Kenneth Gordon     
                                          -------------------------------------
                                            Kenneth Gordon
                                            Principal Financial and
                                            Accounting Officer


   
                                       August 7, 1996
    
                                       ----------------------------------------
                                       Date


                                     12


<PAGE>   13
                       OCEAN OPTIQUE DISTRIBUTORS, INC.

                                FORM 10-QSB/A

   
                               AMENDMENT NO. 2
    

                   For the quarter ended December 31, 1995


                              INDEX TO EXHIBITS
                              -----------------




<TABLE>
<CAPTION>
                                                           SEQUENTIALLY
EXHIBIT                                                      NUMBERED
NUMBER                                                         PAGE
- -------                                                    ------------

<S>                                                          <C>
27.1    Financial Data Schedule (for SEC use only).....      13
</TABLE>











                                     13

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF OCEAN OPTIQUE DISTRIBUTORS, INC. FOR THE SIX MONTHS 
ENDED DECEMBER 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               DEC-31-1995
<CASH>                                           2,280
<SECURITIES>                                         0
<RECEIVABLES>                                    2,888
<ALLOWANCES>                                       122
<INVENTORY>                                      8,084
<CURRENT-ASSETS>                                13,936
<PP&E>                                             893
<DEPRECIATION>                                     595
<TOTAL-ASSETS>                                  17,928
<CURRENT-LIABILITIES>                            8,647
<BONDS>                                              0
                                0
                                      2,624
<COMMON>                                         6,099
<OTHER-SE>                                      (1,735)
<TOTAL-LIABILITY-AND-EQUITY>                    17,928
<SALES>                                          6,904
<TOTAL-REVENUES>                                 6,904
<CGS>                                            4,698
<TOTAL-COSTS>                                    4,698
<OTHER-EXPENSES>                                 2,891
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 254
<INCOME-PRETAX>                                   (939)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      (963)
<EPS-PRIMARY>                                    (0.59)
<EPS-DILUTED>                                        0
        

</TABLE>


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