TECH ELECTRO INDUSTRIES INC/TX
10QSB, 1996-08-15
ELECTRONIC PARTS & EQUIPMENT, NEC
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				      UNITED STATES
			   SECURITIES AND EXCHANGE COMMISSION
				Washington, D. C.  20549                
     
	  
     
     
     
				       FORM 10-QSB
     
     
     
	  
		   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
     
     
			   SECURITIES EXCHANGE ACT OF 1934
     
     
					 for
     
			   Six Months Ended June 30, 1996
	   
			   Commission File Number 0-27210
     
			    TECH ELECTRO INDUSTRIES, INC.
			    _____________________________
     
     
			  TEXAS                              75-2408297
	     _____________________________________________________________
	      (State or other jurisdiction of           (I.R.S. Employer
	       incorporation or organization)            Identification No.)
     
     
	     4300 Wiley Post Road, Dallas, Texas                 75244-2131
	     ______________________________________________________________
	     (Address of principal executive offices)         (Zip Code)
     
     
	     Registrant's telephone number, including area code: 
							     (214) 239-7151
     
		    Indicate by check  mark whether the  registrant (1) has 
	    filed all  reports 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 at least the past 90 days. Yes_X___No____
	  
		    As of June 30, 1996 the registrant had 1,308,275 shares
	    of common stock outstanding. 
	  
  
	
					 1


<PAGE>
     
     
			     TECH ELECTRO INDUSTRIES, INC.
     
					 INDEX
     
								  Page Number
	    Part I - Financial Information
     
		Item 1 - Financial Statements (unaudited)
     
		     Consolidated   Balance    Sheets   at 
		     June 30, 1996 and 1995                            3        
     
		     Consolidated Statements of Operations
		     for the Periods  Ended  June 30, 1996
		     and 1995                                          5
     
		     Consolidated Statements of Cash Flows
		     for the Periods  Ended  June 30, 1996
		     and 1995                                          6
     
		     Notes   to   Consolidated   Financial 
		     Statements                                        7
     
		Item 2  -  Management's   Discussions  and 
		     Analysis  of Financial  Condition and
		     Results of Operations                            13
     
     
	    Part II - Other Information
     
		Item 1 - Legal Proceedings                            15
     
     
	    Signatures                                                16
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     


					 2


<PAGE>
				     Part 1                                  
			     Financial Information                           
									     
    Item 1 - Financial Statement                                              
									     
									     
		 Tech Electro Industries, Inc. and Subsidiaries              
									     
			  Consolidated Balance Sheets                        
			  ___________________________                        
									     
	   ( Prepared from the books without verification by audit )         
									     
		     Periods Ended:  June 30, 1996 and 1995                  
<TABLE>
<CAPTION>
				   ASSETS                                    
				   ______                                    
									     
							  1996        1995   
							  ----        ----
    CURRENT ASSETS                                                           
    <S>                                                <C>         <C>
	Cash                                             557,890      71,853 
	Certificate of Deposit                           209,024         -0- 
	Marketable Securities                            920,200         -0- 
	Accounts Receivable - Customers                  449,238     379,660 
	Accounts Receivable - Other                       17,060       8,282 
	Advance to Employee                               93,000         -0- 
	Notes Receivable                                  62,968      34,421 
	Inventory, at Lower of Cost or Market          1,362,634   1,044,542 
	Deferred Federal Income Tax                       19,377       7,801 
	Prepaid Federal Income Tax                         8,410       7,000 
	Prepaid Expenses                                 296,042      74,499 
						       _________   __________
    TOTAL CURRENT ASSETS                               3,995,843   1,628,058 
									     
									     
    PLANT & EQUIPMENT, at cost                                               
	Lab and Computer Equipment                       309,222     253,514 
	Furniture and Fixtures                           157,252     124,692 
	Automobiles                                       21,943      21,943 
						       _________     ________
							 488,417     400,149 
	Less Accumulated Depreciation                    303,573     279,511 
						       _________     ________
    TOTAL PLANT AND EQUIPMENT                            184,844     120,638 
									     
									     
    OTHER ASSETS                                                             
	Deferred Federal Income Tax                       22,070      25,676 
	Investment in Bonds                                2,000       2,000 
						       _________     ________
							  24,070      27,676 
									     
									     
    TOTAL ASSETS                                       4,204,757   1,776,372 
						       =========   ==========
</TABLE>
					 3                                     
									     
									      
<PAGE>
									      
		  Tech Electro Industries, Inc. and Subsidiaries              
									      
			   Consolidated Balance Sheets                        
			   ___________________________                        
									      
	     ( Prepared from the books without verification by audit )        
									      
		       Period Ended:  June 30, 1996 and 1995                  
									      
			 LIABILITIES & STOCKHOLDERS' EQUITY                   
			 __________________________________                   
<TABLE>
<CAPTION>
							   1996         1995
							   ----         ----  
     CURRENT LIABILITIES                                                    
     <S>                                                 <C>         <C>
	 Accounts Payable - Trade                          171,717     136,495
	 Accounts Payable - Others                           4,172          19
	 Accrued Liabilities                                39,815      28,046
	 Federal Income Tax Payable                            -0-       7,153
	 Notes Payable - Banks                             319,992     199,994
	 Notes Payable - Affiliates                        245,000         -0-
	 Notes Payable - Others                             50,703       3,539
							 _________  __________
     TOTAL CURRENT LIABILITIES                             831,399     375,246
									      
									      
     LONG-TERM DEBT                                                           
	 Notes Payable - Affiliates                            -0-     145,000
	 Deferred Compensation Payable                      99,651      99,651
							 _________  __________
     TOTAL LONG-TERM DEBT                                   99,651     244,651
									      
									      
     STOCKHOLDERS' EQUITY                                                     
	 Preferred Stock, $1.00 par value;                                    
	   1,000,000 shares authorized;                                       
	   65,000 Class B issued and out-                                     
	   standing, liquidation preference                                   
	   of $341,250; 300,000 Class A issued                                
	   and outstanding, liquidation pre-                                  
	   ference of $1,575,000                           365,000         -0-
	 Common Stock, $0.01 par value;                                       
	   10,000,000 shares authorized,                                      
	   1,308,275 shares issued and                                        
	   outstanding                                      13,083       6,528
	 Additional Paid-in Capital                      2,431,697     539,042
	 Retained Earnings                                 463,927     610,905
							 _________  __________
							 3,273,707   1,156,475
									      
									      
     TOTAL LIABILITIES & STOCKHOLDERS' EQUITY            4,204,757   1,776,372
							 =========   =========
</TABLE>
     See notes to Consolidated Financial Statements

					 4                                     

<PAGE>
										
		      Tech Electro Industries and Subsidiaries                  
										
			Consolidated Statements of Operations 
			_____________________________________
										
	      ( Prepared from the books without verification by audit )         
										
		     Periods Ended:  June 30, 1996 and 1995                     
<TABLE>
<CAPTION>
					     Quarter            Year to Date    
					 1996      1995        1996      1995   
					 ----      ----        ----      ----
     <S>                              <C>       <C>        <C>        <C>
     SALES                             976,448  1,045,567  1,844,392  1,818,981 
										
     COST OF GOODS SOLD                699,508    726,241  1,316,906  1,299,308 
				     _________  _________  _________  _________ 
										
     GROSS PROFIT                      276,940    319,326    527,486    519,673 
										
     GENERAL AND ADMINISTRATIVE        301,958    206,197    550,599    405,648 
				     _________  _________  _________  _________ 
										
     INCOME (LOSS) FROM OPERATIONS     (25,018)   113,129    (23,113)   114,025 
										
										
     OTHER INCOME (EXPENSE)                                                     
       Interest Income                  22,568        289     40,920        362 
       Interest Expense                (13,388)   (11,135)   (26,679)   (29,330)
				     _________  _________  _________  _________ 
										
     INCOME (LOSS) BEFORE TAX          (15,838)   102,283     (8,872)    85,057 
										
     INCOME TAX EXPENSE (BENEFIT)
       Current                          (1,046)    26,405        -0-     20,376 
       Deferred                         (1,979)       -0-     (1,979)       -0- 
				     _________  _________  _________  _________ 
					(3,025)    26,405     (1,979)    20,376 
				     _________  _________  _________  _________ 
     NET INCOME (LOSS)                 (12,813)    75,878     (6,893)    64,681 
				     =========  =========  =========  ========= 
     INCOME (LOSS) ATTRIBUTABLE
       TO COMMON STOCKHOLDERS          (45,663)    75,878    (61,643)    64,681 
				     =========  =========  =========  ========= 
										
     EARNINGS (LOSS ) PER SHARE          (.04)       .06       (.05)       .05 
				     =========  =========  =========  ========= 





     See notes to Consolidated Financial Statements                             
</TABLE>


					 5
<PAGE>
										
		    Tech Electro Industries, Inc. and Subsidiaries              
										
			 Consolidated Statements of Cash Flows                  
			 _____________________________________                  
										
	       ( Prepared from the books without verificaton by audit )         
										
			Periods Ended:  June 30, 1996 and 1995                  
<TABLE>
<CAPTION>
							      1996        1995  
							      ----        ----
     CASH FLOWS FROM OPERATING ACTIVITIES                                       
     <S>                                                     <C>         <C>
       Net income (loss)                                     (6,893)     64,681 
       Adjustments to reconcile net income (loss) to 
	 cash provided (used) by operations
	   Depreciation                                      14,683       7,859 
	   Provision for obsolete inventory                   8,400         -0- 
	   Deferred taxes                                    (1,979)     13,223 
	 Changes in operating assets and liabilities                            
	     (Increase) decrease in -                                           
		Marketable Securities                      (920,200)        -0- 
		Accounts receivable                         (70,747)     19,939 
		Other receivable                             (6,494)     20,970 
		Advance to employee                         (93,000)        -0- 
		Inventory                                  (197,431)    251,840 
		Prepaid Federal Income Tax                      -0-      (7,000)
		Prepaid expenses                           (176,539)    (10,093)
	     Increase (decrease) in -                                           
		Accounts payable                           (125,923)   (229,948)
		Accrued liabilities                          24,497      15,978 
		Federal income tax payable                      -0-       7,153 
							  _________     _______ 
     NET CASH PROVIDED (USED) BY                                                
       OPERATING ACTIVITIES                              (1,551,626)    154,602 
										
     CASH FLOWS FROM INVESTING ACTIVITIES                                       
       Additions to property and equipment                  (51,048)    (32,391)
       Additions to certificate of deposit                   (5,181)        -0- 
       Advances on Note Receivable                          (31,482)        -0- 
       Repayments on Note Receivable                          5,000         -0- 
							  _________     _______ 

     NET CASH USED BY INVESTING ACTIVITIES                  (82,711)    (32,391)
							  _________     _______ 
     CASH FLOWS FROM FINANCING ACTIVITIES                                       
       Proceeds from short-term debt                         50,703       3,539 
       Payments on short-term debt                          (60,000)   (370,002)
       Payments on related party borrowing                       -0-   (191,341)
       Proceeds from sale of preferred, common, warrants   2,103,891     387,34
       Dividends paid                                       (43,800)        -0- 
							  _________     _______ 
     NET CASH PROVIDED (USED) BY                                                
       FINANCING ACTIVITIES                               2,050,794    (170,464)
							  _________     _______ 
										
     NET INCREASE (DECREASE) IN CASH                        416,457     (48,253)
										
     CASH AT BEGINNING OF PERIOD                            141,433     120,106 
							  _________     _______ 

     CASH AT END OF PERIOD                                  557,890      71,853 
							  =========     ======= 

     SUPPLEMENTAL INFORMATION 
	Interest paid                                        26,642      29,330 
							  =========     ======= 
	Income taxes paid                                       -0-       7,000 
							  =========     ======= 
     Supplemental schedule of Non-Cash Investing Activity                       
       Stock exchange with Vary Brite Technologies, Inc.     12,178         -0- 
							  =========     ======= 

</TABLE>

     See notes to Consolidated Financial Statements                             

					 6                                 
										
<PAGE>

		   TECH ELECTRO INDUSTRIES, INC. AND SUBSIDIARIES

			    NOTES TO FINANCIAL STATEMENTS

				    June 30, 1996

	
	NOTE A - BASIS OF PRESENTATION

	The accompanying unaudited financial statements have been prepared in
	accordance with generally accepted  accounting principles for interim
	financial  information and in accordance  with the  instructions  per
	Item 310(b) of Regulation S-B.   Accordingly, they do not include all
	of the  information  and  footnotes  required by  generally  accepted 
	accounting principles for complete financial statements.

	In the opinion of management,  all adjustments ( consisting of normal
	recurring adjustments ) considered  necessary for a fair presentation
	have been included.  Operating results for the six month period ended
	June 30, 1996 are not necessarily  indicative of the results that may
	be expected for the year ending December 31, 1996. 
	
	NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	PRINCIPLES OF CONSOLIDATION

	The  consolidated  financial  statements  of the Company  include the 
	accounts of the  Company and its  wholly-owned subsidiaries, Computer
	Components Corporation and Vary Brite Technologies, Inc. All signifi-
	cant intercompany  transactions and balances have been  eliminated in
	consolidation.

	INCOME TAXES

	The Company  utilizes the asset and  liability approach to  financial
	accounting and reporting for income taxes. Deferred income tax assets
	and  liabilities are computed  annually for  differences  between the
	financial statement and tax bases of assets and liabilities that will
	result in taxable or deductible amounts in the future based on enacted
	tax laws and rates applicable to the periods in which the differences
	are expected to affect taxable income.   Valuation allowances are es-
	tablished when necessary to reduce deferred tax assets to the  amount
	expected to be realized. Income tax expense is the tax payable or re-
	fundable for the period plus or minus the change during the period in
	deferred tax assets and liabilites.

	INCOME (LOSS) PER SHARE

	Income ( loss ) per share has been  computed by dividing net income
	(loss) adjusted for preferred stock dividends of $54,750 and  $0.00
	for the quarters ended June 30, 1996 and 1995 by the weighted aver-
	age number of shares of common shares and common  stock equivalents
	outstanding.   Common stock equivalents include the dilutive effect
	of all warrants outstanding as though they had been outstanding for


					 7


<PAGE>
		   TECH ELECTRO INDUSTRIES, INC. AND SUBSIDIARIES
  
			    NOTES TO FINANCIAL STATEMENTS

				    June 30, 1996 
	 

	NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	all periods presented. Fully diluted loss per share for the quarter
	and six month ending  June 30, 1996 (which are the only periods for
	which the preferred stock was issued and subject to conversion) the
	same as primary loss per share since the assumed conversion of com-
	mon stock warrants and preferred stock would be anti-dilutive.

	DIVIDENDS

	Dividends are accrued monthly on 300,000 shares of Class A Preferred
	Stock and 65,000 shares of  Class B  Preferred Stock, $0.030625  per
	share.  Dividends paid during the  quarter ended  June 30, 1996 were
	$34,800 and dividends payable at  June 30, 1996 were  $10,950. There
	was no Class A Preferred declared during 1995 and the Class B Prefer-
	red ( issued November, 1995 ) shareholders waived accrual or payment
	of dividends  until such time as the  Class A Preferred  shares were
	issued.

	MARKETABLE SECURITIES

	Marketable securities consist of market debt  and equity securities
	and are classified as trading securities.
	     
	NOTE C - ACCOUNTS RECEIVABLE

	The Company recognizes revenue upon shipment of goods and billing to
	a customer and does not  maintain any set policy  regarding the cus-
	tomer's right of return.   Customer requests to return  products for
	refund or credit are handled on an individual basis at the discretion
	of management. The refunds or credits in any given year are not sign-
	ificant to the overall operations of the Company

	In the normal course of business, the Company extends unsecured credit
	to virtually all of its customers doing business in the  manufacture
	of various consumer and industrial electronic goods.   The Company's
	customers are located throughout the United States.

	Because of the credit risk involved, management has provided an allow-
	ance  for doubtful accounts which  reflects its  opinion of  amounts
	which will eventually become uncollectible. In the event of complete
	non-performance by the  Company's customers, the maximum exposure to
	the  Company is the outstanding  accounts  receivable balance at the
	date of non-performance.





					 8



<PAGE>

		   TECH ELECTRO INDUSTRIES, INC. AND SUBSIDIARIES

			    NOTES TO FINANCIAL STATEMENTS

				    June 30, 1996 


	NOTE D - INVENTORIES

	A small  portion of the  inventory  consists of  materials  which are
	used in the  assembly  of batteries  into  packs.   Inventory  as  of
	June 30, 1996 and 1995, consisted of the following:
<TABLE>
<CAPTION>            
						  1996         1995
	   <S>                                <C>           <C>         
	   Electronic Components              $1,353,799    $1,010,249
	   Pack materials                         60,735        52,081
	   Reserve for obsolescence              <51,900>      <17,788>
					      __________    __________
					      $1,362,634    $1,044,542
					      ==========    ==========
</TABLE>

	NOTE E - PREPAID EXPENSES

	Prepaid expenses at June 30, 1996 and 1995, consisted of the fol-
	lowing:
<TABLE>
<CAPTION>
						   1996         1995
	   <S>                                   <C>          <C>
	   Advance payments on overseas
	     inventory orders                    $182,976     $22,397

	   Prepaid two year consulting fees, 
	     net of amortization                   47,500         -0-

	   Prepaid insurance                       10,027      10,784

	   Other prepaid expenses                  55,539      41,318
						 ________     _______
						 $296,042     $74,499
						 ========     =======
</TABLE>

	NOTE F - ADVANCE TO EMPLOYEE

	During February, 1996 the Company advanced $105,000 to an employee.
	The advance earns interest at 6%.  In accordance with an employment
	agreement the advance  amount will be amortized as earned compensa-
	tion evenly over the two  year period of the employment  agreement.
	During the second quarter the Company reduced $9,000 in compensation.








					 9


<PAGE>

		   TECH ELECTRO INDUSTRIES, INC. AND SUBSIDIARIES

			    NOTES TO FINANCIAL STATEMENTS

				    June 30, 1996 


	NOTE G - MARKETABLE SECURITIES

	The Company has placed a portion of its cash in security  accounts
	with  Dean Witter and  ComericA Securities.   These accounts  have  
	invested in various  certificates of  deposit, treasury  bills and
	equity  securities  with the intent to  generate profits  based on
	short term price movements.   Realized gains and losses and income
	and expenses are reduced monthly and reflected in the  income from
	operations.  Unrealized gains and losses at the balance sheet date
	are also reduced and reflected in the statement of operations. For
	the quarters ended June 30, 1996 and 1995, respectively, unrealized
	losses of $10,466 and $-0- had been recorded.

	In connection with the security account at Dean Witter, the Company
	has incurred a margin loan with interest payable monthly at 9.125%.
	At June 30, 1996, the margin loan balance was $50,703.

	NOTE H - BANK DEBT

	Bank debt as of June 30, 1996 and 1995, consisted of the following:
<TABLE>
<CAPTION>
							    1996        1995
	   <S>                                          <C>        <C>
	   $200,000 term note to Nations Bank Texas NA,
	   dated  December 29, 1995  and due  March 31, 
	   1997, with interest due  monthly at 7.5% per
	   annum, secured by a $209,024 certificate  of
	   deposit and personally guaranteed by the ma-
	   jority shareholder.                           $200,000   $   -0-

	   $119,992 term note to  Bank One,  Texas with
	   $6,666  principal due monthly  plus interest
	   at base rate  plus 1% maturing  December 30,
	   1997 Secured by accounts receivable,  inven-
	   tory,  automotive  equipment and  personally
	   guaranteed by the major shareholder.           139,991    199,994
							 ________   ________
							 $339,991   $199,994
							 ========   ========
</TABLE>
		
	NOTE I - NOTES PAYABLE TO AFFILIATES

	Notes payable to related parties at June 30, 1996 and 1995, con-
	sisted of the following.






					10

<PAGE>
		   TECH ELECTRO INDUSTRIES, INC. AND SUBSIDIARIES

			    NOTES TO FINANCIAL STATEMENTS

				    June 30, 1996


	NOTE I - NOTES PAYABLE TO AFFILIATES (CONTINUED)
<TABLE>
<CAPTION>
							  1996         1995
	   <S>                                          <C>         <C>
	   Unsecured note payable to Jacqueline G. 
	   La Taste, a majority shareholder, interest
	   payable at 9.5% in monthly installments of
	   $792, with principal due March 31, 1997.     $100,000     $   -0-

	   Unsecured note payable to Jacqueline G. 
	   La Taste a majority shareholder, interest
	   payable at 10.25% in monthly installments
	   of $1,239.00, with princpal due 
	   March 31, 1997.                               145,000      145,000
							________     ________
							$245,000     $145,000

	   Less current portion                          245,000          -0-
							________     ________
	   Long term portion                            $    -0-     $145,000
							========     ========
</TABLE>

	NOTE J - ORGANIZATION 

	On January 10, 1992, Electric & Gas Technology, Inc. (E>)  formed a
	Texas  corporation,  Tech  Electro  Industries,  Inc.  (TEI).    E>
	acquired  1,550,000  shares of  common stock of TEI for $50,000.   On
	January 31, 1992,  pursuant to an  Agreement and Plan of  Reorganiza-
	tion, TEI issued to the  shareholders of  Computer  Components  Corp-
	oration  ( CCC )  ( a Texas corporation ) an  aggregate  of 4,198,192
	shares of its common  stock in  exchange for 100% of the  outstanding
	shares of  CCC. As a result of the  issuance of said shares of TEI as
	described  above, the former  shareholders of CCC became, as a  group
	(5 persons), the holders of 73% of the issued and  outstanding shares
	of TEI and the holdings of E> were reduced to 27%.

	On February 3, 1992, E> declared a dividend  consisting of approxi-
	mately 1,200,000  of its TEI shares to be  distributed to E> share-
	holders of  record as of  March 10, 1992.   After the distribution of
	of the dividend shares, the holdings of E> were reduced to approxi-
	mately 6.08% of the total issued and outstanding shares.

	The Company closed on a Form SB-2 Registration Statement on  February
	1, 1996, to  issue 300,000  units, of  which  each  unit  comprised 1 
	common  share and 1 class A preferred share.   The offering price was
	$8.25 per unit resulting in an aggregate offering price of $2,475,000
	before  underwriting  fees and  other costs ( excluding underwriters'



					11


<PAGE>

		   TECH ELECTRO INDUSTRIES, INC. AND SUBSIDIARIES

			    NOTES TO FINANCIAL STATEMENTS

				    June 30, 1996


	NOTE J - ORGANIZATION (CONTINUED)

	over-allotment option of 45,000 units). In connection with the offer-
	ing, 300,000 warrants (excluding underwriters' over-allotment option)
	were  also  separately  offered at $0.10 per  warrant  exercisable at
	$3.50 per share.  A net offering price of $2,178,315 was received for
	the units and the warrants at closing and the  Company incurred addi-
	tional  offering  costs  of $138,338 which  were  netted against  the 
	proceeds.   In addition, the  Company  sold at $0.10 per  warrant  an 
	additional 1,600,000 warrants to purchase 1,600,000 common  shares at
	an exercise  price of $3.50 per share.   In March of 1996, the under-
	writer  purchased the 45,000 over-allotment  warrants for a net price
	of $3,915 after a 10% discount and the 3% expense allowance, to  make
	a total of 1,945,000 warrants outstanding.

	On June 1, 1996,  pursuant to a Stock Exchange  Agreement, TEI issued
	an aggregate of 50,000 shares of its common stock in exchange for 100%
	of the outstanding shares of Vary Brite Technologies, Inc. ( VBT ), a
	Texas corporation.  The acquisition has been accounted for on a pool-
	ing basis, whereby the assets and liabilities of the acquired company 
	( VBT ) would be included in the historical financial  information of
	the acquiring company ( TEI ) as if the acquisition had been  consum-
	mated at the beginning of the earliest  period shown, however, due to
	the immateriality of the  activities of VBT  prior to  acquisition by
	TEI, these consolidated  financail statements include the  operations
	of VBT from June 1, 1996.
	
	The assets, liabilities and equity of VBT at the date of  acquisition
	were as follows.
   
<TABLE>
<CAPTION>
			<S>                    <C>
			Assets                  51,020
			Liabilities            <38,842>
			Capital                <60,318>
			Accumulated Deficit     48,140















					12

<PAGE>


	   Item 2.  Managements Discussion and Analysis of Financial 
		       Condition and Results of Operations


		Management  concluded a successful  trip to the Orient in
	   April 1996 visiting  mainland  China,  Taiwan, Japan and  Hong
	   Kong.   Samples of  new available  products were  obtained for
	   evaluation  prior  to  the  submission  to  customers  of  the 
	   Company presently purchasing these products from other sources.
	   Additionally, in Hong  Kong, the Company  established its  Far
	   East office for  quality  control,  production  scheduling and
	   local business affairs.  This office is now fully operational.
	   The Company is now in a position to place orders from its Hong 
	   Kong  office directly  with manufacturers  in the  Far East at
	   advantageous prices because of the avoidance of using the manu-
	   manufacturer's United States representatives and offices.

		In June, 1996 the Company completed its purchase of  Vary
	   Brite  Technologies, Inc.  ( "VBT" ) a design  engineering and
	   manufacturing company specializing in developing products that
	   incorporate recent  advances in technolgies  related to  Light
	   Emitting Diodes (LED's).  VBT is presently involved in several
	   projects developing  uniquely packaged LED modules which maxi-
	   mizes and  customizes light output.   Sales to date  have been
	   minimal, in the main consisting of product designs. 

		For the three months ending June 30, 1996 the Company had
	   sales of $976,448 a decrease of 6.6% over  sales of $1,045,567
	   for the period ending June 30, 1995.  For the six month period
	   ending  June 30, 1996  sales  were $1,844,392 a 1.4%  increase 
	   over  sales of $1,818,981 for the  first six  months of  1995.
	   This increase was attributable to increased  battery sales and
	   the sales of imported products.

		For the second  quarter of Fiscal 1996 gross  profit mar-
	   gins were 28.4% as compared to 30.5% in the second quarter  of
	   Fiscal 1995.   For the six months period of 1996 there  was no
	   change from the 28.6% gross profit margin for the same  period
	   of 1995. No single factor was paramount to the decrease in the
	   gross profit margin.

		General and administrative expenses for the three  months
	   ended June 30, 1996 were $301,958 compared to $206,197 for the
	   period in 1995 or an  increase of 46.4%.   For the six  months
	   ended June 30, 1996  general and administrative  expenses were
	   $550,599 as  compared to $405,648 for  same  period in  Fiscal
	   1995 or an increase of 35.7%. Included in operational expenses
	   for the period were several non-recurring expense  items i.e.:
	   Bad debt write-off of $3,100;  cost of trip to  Orient $7,500;
	   financial public  relation services $7,500;  $5,200 in connec-
	   tion with the acquisition of Vary Brite Technologies, Inc.




					  13

<PAGE>


	   Item 2.  Managements Discussion and Analysis of Financial 
		       Condition and Results of Operations

				     - continued -

		The  Company  commencing in  February  1996 has  expensed 
	   monies paid to the Underwriter in the sum of $2,500 per month.
	   Corporate  counsel and financial  advisory  services were also
	   added expenses for the 1996 Fiscal period which did not  exist
	   in 1995.

		For  the second  quarter of 1996 the  Company  incurred a
	   loss of <$12,831> compared to a profit of $75,828 for the same
	   period in 1995.   For the six months ending June 30, 1996  the
	   Company lost <$6,893> as compared to a profit of $64,681.

		The July, 1996 sales of $377,873 as compared to the July,
	   1995 sales of $267,975 show an increase of 41% for the  month.
	   Booked backlog as at June 30, 1996 were $1,494,998 as compared
	   to June 30, 1995  backlog of $1,029,000  an increase of 45.3%.
	   (None of the computations  contained in this paragraph include
	   any financial data of Vary Brite Technologies, Inc.  which was
	   acquired in June, 1996).

		In the first quarter of fiscal 1996 the  Company reported
	   the incorporation into its  product line of a 120 volt AC wall
	   transformer rated at 20VA and 25VA.   This product is used for
	   the generation of low voltage AC power. The immediate sales of
	   these  products have been to  "security systems" used in busi-
	   ness, homes and apartments.   These transformers have received
	   "UL" and "CSA" ( Underwriters Laboratories and Canadian Stand-
	   ards )  approval.   At the  request  of very  large  potential
	   customer-users of a higher rated transformer, the  Company and
	   its supplier of these transformers have worked in developing a
	   transformer  rated at 40 Volt  Amperage.   Samples of this new
	   product have been received for customer evaluation as to design
	   and the meeting of  various specifications.   This larger size
	   transformer has been  submitted for UL and CSA approval  which 
	   will  allow the  Company to meet the  requirements of a larger
	   segment of the security industry.

		For the year 1995 and the years prior thereto the Company
	   relied upon  bank loans as  well as  personal  loans from  its
	   principal  shareholder and cash  generated from  operations to
	   meet all of its cash requirements in the business. On February
	   1, 1996 the Company received a cash  infusion of over One Mil-
	   lion Nine Hundred Thousand Dollars from the sale of its equity
	   securities. This available cash  more than meets the Company's
	   immediate cash  operating and capital requirements as  well as
	   in the foreseeable near future term. The Company has  obtained
	   a line of credit of $750,000 from a local Dallas bank at a rate
	   of 1/2% over prime.
	   



					 14
<PAGE>

	   
	   Item 2.  Managements Discussion and Analysis of Financial 
		       Condition and Results of Operations

				     - continued -

		On June 7, 1996, Jack S. Kilby, a director of the Company
	   since its inception tendered his resignation as a Director be-
	   cause of his pressing business requirements.   A successor has
	   not yet been selected to fill the vacancy caused by Mr. Kilby's
	   departure.

		Management's  emphasis  will be on a  continuation of in-
	   creased sales activity through the addition of sales personnel,
	   advertising and  customer service  activity.   These increased
	   expenses will have a negative impact on the last half  profits
	   while raising the expectations of improved future years growth
	   and profits.


				       Part II

				  Other Information

	   Item 1 - Legal Proceedings

		    None.



























					 15


<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.
     
     
     
					      TECH ELECTRO INDUSTRIES, INC.
     
	    August 14, 1996                  /s/ Craig D. La Taste
	    __________________               _____________________________
	    Date                             Craig D. La Taste
					     Chairman of the Board and
					     President
     
     
	    August 14, 1996                  /s/ Julie Sansom-Reese
	    __________________               ______________________________
	    Date                             Julie Sansom-Reese
					     Chief Financial Officer
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     
     

     
     
     
     


     
     
					16

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<ARTICLE> 5
<CIK> 0000886912
<NAME> TECH ELECTRO INDUSTRIES, INC.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
       
<S>                                        <C>
<PERIOD-TYPE>                              6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<EXCHANGE-RATE>                                      1
<CASH>                                         766,914
<SECURITIES>                                   920,200
<RECEIVABLES>                                  622,266
<ALLOWANCES>                                         0
<INVENTORY>                                  1,362,634
<CURRENT-ASSETS>                             3,995,843
<PP&E>                                         488,417
<DEPRECIATION>                                 303,573
<TOTAL-ASSETS>                               4,204,757
<CURRENT-LIABILITIES>                          831,399
<BONDS>                                          2,000
                                0
                                          0
<COMMON>                                     1,308,275
<OTHER-SE>                                     365,000
<TOTAL-LIABILITY-AND-EQUITY>                 4,204,757
<SALES>                                        976,448
<TOTAL-REVENUES>                               999,016
<CGS>                                          699,508
<TOTAL-COSTS>                                  301,958
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,388
<INCOME-PRETAX>                               (15,338)
<INCOME-TAX>                                   (3,025)
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (12,813)
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