LIGHTPATH TECHNOLOGIES INC
10QSB, 1997-04-17
GLASS PRODUCTS, MADE OF PURCHASED GLASS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ___________________
               QUARTERLY REPORT FOR SMALL BUSINESS ISSUERS SUBJECT
                     TO THE 1934 ACT REPORTING REQUIREMENTS
                                   FORM 10-QSB
                               ___________________
     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1997

                                       OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                             EXCHANGE REPORT OF 1934

           For the transition period from ___________ to ____________


                        Commission file number 000-27548

                               ___________________

                          LIGHTPATH TECHNOLOGIES, INC.
                               ___________________
             (Exact name of registrant as specified in its charter)

DELAWARE                                                     86-0708398
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

6820 Academy Parkway East, N.E.    http://www.light.net      87109
Albuquerque, New Mexico                                      (ZIP Code)
(Address of principal executive offices)

               Registrant's telephone number, including area code:
                                  (505)342-1100
                                -----------------
         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  and Exchange Act
of 1934  during the  preceding  12 months (or for such  shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                YES __X__ NO ____

         Indicate  the  number of  shares  outstanding  of each of the  issuer's
classes of common stock, as of the latest practical date:

Common Stock, Class A, $.01 par value                     2,764,589 shares 
Common Stock, Class E-1, $.01 par value                   1,449,942 shares 
Common Stock, Class E-2, $.01 par value                   1,449,942 shares 
Common Stock, Class E-3, $.01 par value                     966,621 shares 
- ---------------------------------------                     -------------- 
Class                                              Outstanding at April 15, 1997

================================================================================
<PAGE>
                          LightPath Technologies, Inc.
                         ( A Development Stage Company)
                                    Form 10-Q

                                      Index

Item                                                                  Page

Part I   Financial information

         Balance Sheet                                                 2
         Statements of Operations                                      3
         Statements of Cash Flows                                      4
         Notes to Financial Statements                                 5
         Management's Discussion and Analysis of Financial
         Condition and Results of Operations                           7

Part II  Other information

         Legal Proceedings                                             10
         Changes in Securities                                         10
         Defaults Upon Senior Securities                               10
         Submission of Matters to Vote of Security Holders             10
         Other Items                                                   10
         Exhibits and Reports on Form 8-K                              10

Signatures                                                             11
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
<TABLE>
<CAPTION>
                                                                                     March 31,         June 30,
                                                                                       1997             1996
                                                                                -------------------------------------
                                                                                     Unaudited
<S>                                                                             <C>              <C>            
Assets
Current assets:
  Cash and cash equivalents                                                      $    1,299,377  $     4,335,133
  Trade accounts receivable                                                             354,254           23,500
  Inventories                                                                           220,486           66,186
  Advances to employees                                                                   2,583           14,445
  Prepaid expenses and other                                                             76,938           82,608
                                                                                -------------------------------------
Total current assets                                                                  1,953,638        4,521,872
Property and equipment - net                                                            773,984          438,726
Intangible assets - net                                                                 313,582          250,206
                                                                                -------------------------------------
Total assets                                                                     $    3,041,204  $     5,210,804
                                                                                =====================================

Liabilities and Stockholders' Equity Current liabilities:
  Accounts payable and accrued liabilities                                       $      367,163  $       362,206
  Accrued payroll and benefits                                                          288,526          274,237
                                                                                -------------------------------------
Total current liabilities                                                               655,689          636,443

Note payable to related parties                                                          30,000           30,000


Redeemable common stock:
  Class E-1 - performance based and redeemable common stock 
   1,449,942 and 1,454,547, shares issued and outstanding at March 
   31, 1997 and June 30, 1996, respectively                                              14,499           14,545
  Class E-2 - performance based and redeemable common stock 
   1,449,942 and 1,454,547 shares issued and outstanding at March 
   31, 1997 and June 30, 1996, respectively                                              14,499           14,545
  Class E-3 - performance based and redeemable common stock 
   966,621 and 969,691, issued and outstanding at March 31, 1997 and  
   June 30, 1996, respectively                                                            9,666            9,697

Stockholders' equity:
   Preferred stock, $.01 par value; 5,000,000 shares authorized; none 
    issued and outstanding at March 31, 1997 or June 30, 1996                                 -                -
   Common stock:
    Class A, $.01 par value; 34,500,000 shares authorized, voting 
     2,764,589 and 2,722,191, shares issued and outstanding at March 
     31, 1997 and June 30, 1996, respectively                                            27,647           27,222
   Additional paid-in capital                                                        18,844,785       18,692,578
   Deficit accumulated during the development stage                                 (16,555,581)     (14,214,226)
                                                                                -------------------------------------
Total stockholders' equity                                                            2,316,851        4,505,574
                                                                                -------------------------------------
Total liabilities and stockholders' equity                                       $    3,041,204   $    5,210,804
                                                                                =====================================
</TABLE>
See accompanying notes.
                                       2
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
                            Statements of Operations
<TABLE>
<CAPTION>
                                                                                                               Inception  
                                                                                                               August 23, 
                                              Three Months Ended                Nine Months Ended            1985 through 
Unaudited                                           March 31,                        March 31,                  March 31,  
                                               1997            1996             1997           1996               1997
                                       -----------------------------------------------------------------------------------
<S>                                    <C>                <C>               <C>             <C>             <C>          
Revenues:
   Product development fees                  $306,000      $   62,000      $    419,153    $    137,000     $    688,153
   Lenses and other                            74,959          22,472           113,440          32,066          233,828
                                       -----------------------------------------------------------------------------------
Total revenues                                380,959      $   84,472           532,593         169,066          921,981

Costs and expenses:
   Cost of goods sold                          60,148          10,949            90,471          16,427          297,327
   Selling, general and
     administrative                           790,882         576,798         2,137,162       1,166,068       13,283,598
   Research and development                   201,928           9,752           741,235          30,073        7,415,688
   Amortization of unearned
     compensation                                   -               -                 -         867,642        2,076,217
                                       -----------------------------------------------------------------------------------
Total costs and expenses                    1,052,958         597,499         2,968,868       2,080,210       23,072,830
                                       -----------------------------------------------------------------------------------
Operating loss                               (671,999)       (513,027)       (2,436,275)     (1,911,144)     (22,150,849)

Other income(expense):
   Investment income                           22,065          21,833            97,664          21,833          191,115
   Interest expense                            (1,171)       (201,892)           (2,744)       (397,298)      (1,853,111)
                                       -----------------------------------------------------------------------------------
Net loss                                  $  (651,105)    $  (693,086)      $(2,341,355)    $(2,286,609)    $(23,812,845)
                                       ===================================================================================


Net loss per share                             $(.24)          $(.44)            $(.85)         $(2.18)                -
                                       ===================================================================================
Number of shares used in per share
   calculation                              2,764,338       1,580,945         2,751,623       1,049,819                -
                                       ===================================================================================
</TABLE>
See accompanying notes.
                                       3
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                                     Inception
                                                                                                     August 23,
                                                                       Nine Months Ended                1985
Unaudited                                                                  March 31,                  through
                                                                                                     March 31,
                                                              ------------------------------------------------------
                                                                     1997             1996              1997
                                                              ------------------------------------------------------
<S>                                                           <C>                <C>                <C>          
Operating activities
Net loss                                                       $  (2,341,355)    $  (2,286,609)     $(23,812,845)
Adjustments to reconcile net loss to net cash used in
 operating activities:
   Depreciation and amortization                                     134,139            56,701          590,194
   Accretion of bridge notes                                               -           223,135          244,808
   Services provided for common stock                                252,509             5,000        1,393,322
   Write-off abandoned patent applications                                 -             1,895          111,059
   Amortization of unearned compensation                                   -           867,642        2,076,217
   Changes in operating assets and liabilities:
      Receivable, advances to employees                             (318,892)           61,464         (356,837)
      Inventories                                                   (154,300)                -         (220,486)
      Prepaid expenses and other                                       5,670           (62,816)         (76,938)
      Accounts payable and accrued expenses                           19,246          (633,419)       1,941,353
                                                              ------------------------------------------------------
Net cash used in operating activities                             (2,402,983)       (1,767,007)     (18,110,153)

Cash flows from investing activities
Property and equipment additions                                    (460,856)          (17,070)      (1,327,342)
Costs incurred in acquiring patents                                  (71,917)          (13,120)        (461,475)
                                                              ------------------------------------------------------
Net cash used in investing activities                               (532,773)          (30,190)      (1,788,817)

Cash flows from financing activities
Proceeds from notes payable                                                -            40,000        4,398,606
Payments on notes payable                                                  -          (314,511)      (1,097,350)
Proceeds from convertible notes payable                                    -                 -        1,465,529
Repayments of convertible notes payable                                    -          (162,500)        (212,500)
Proceeds from bridge loans                                                 -         1,285,433        1,765,748
Repayments of bridge loans                                                 -        (1,250,000)      (1,250,000)
Proceeds from sales of common stock                                        -         7,202,499        9,189,443
Repurchase of common stock                                          (100,000)          (26,000)        (669,512)
Proceeds from sales of treasury stock                                      -           201,000          351,119
Proceeds from sales of limited partnership units                           -                 -        7,257,264
                                                              ------------------------------------------------------
Net cash provided by financing activities                           (100,000)        6,975,921       21,198,347
                                                              ------------------------------------------------------
Net increase (decrease) in cash and cash equivalents              (3,035,756)        5,178,724        1,299,377
Cash and cash equivalents at beginning period                      4,335,133            11,177                -
                                                              ------------------------------------------------------
Cash and cash equivalents at end of period                     $   1,299,377     $   5,189,901    $   1,299,377
                                                              ======================================================
Supplemental disclosure of cash flow information:
Class A common stock issued for services                       $     252,509     $       4,992    $   1,364,126
Debt and accrued interest converted into Class A 
 common stock                                                              -         4,242,824        6,281,164
Stock options granted for services                                         -                 -           98,500
Class E common stock issued                                                -             9,613           38,801
</TABLE>
See accompanying notes.
                                       4
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements - Unaudited


Organization and Purpose

LightPath Technologies,  Inc. (the Company) was incorporated in Delaware on June
15, 1992 as the successor to LightPath  Technologies  Limited Partnership formed
in 1989, and its predecessor,  Integrated Solar Technologies  Corporation formed
on August 23, 1985. The Company is a development stage enterprise engaged in the
research,  development  and  production  of  GRADIUM(TM)  lenses.  GRADIUM is an
optical  quality glass  material  with varying  refractive  indices,  capable of
reducing optical aberrations inherent in conventional lenses and performing with
a single lens, or fewer lenses,  tasks performed by  multi-element  conventional
lens systems. Since its inception in 1985, the Company has been engaged in basic
research and  development.  With the proceeds from the initial  public  offering
(IPO) on February 22, 1996,  the Company  began to focus on product  development
and sales.

1. Summary of Significant Accounting Matters

The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Article 10 of Regulation S-X and,  therefore,  do not
include all  information  and  footnotes  necessary for a fair  presentation  of
financial  position,  results of operations,  and cash flows in conformity  with
generally accepted accounting  principles.  These financial statements should be
read in conjunction  with the Company's  financial  statements and related notes
included in the Form 10-KSB as filed with the Securities and Exchange Commission
on August 28, 1996.

The  information  furnished,   in  the  opinion  of  management,   reflects  all
adjustments,  which include normal recurring  adjustments,  necessary to present
fairly the  results of  operations  of the  Company for the three month and nine
month periods ended March 31, 1997 and 1996.  Results of operations  for interim
periods are not necessarily  indicative of results which may be expected for the
year as a whole.

Cash and cash equivalents consist of cash in the bank and temporary  investments
with maturities of ninety days or less when purchased.

Inventories  which consist  principally of raw materials,  lenses and components
are stated at the lower of cost,  on a  first-in,  first-out  basis,  or market.
Inventory costs include material, labor and manufacturing overhead.

Property  and   equipment  are  stated  at  cost  and   depreciated   using  the
straight-line  method over the estimated useful lives of the related assets from
three to seven years.

Intangible  assets  consisting of patents and trademarks,  are recorded at cost.
These assets are being amortized on the  straight-line  basis over the estimated
useful lives of the related assets from ten to seventeen years.

Income taxes are  accounted  for under the  provisions of Statement of Financial
Accounting  Standards No. 109,  Accounting  for Income Taxes,  which requires an
asset and liability  approach to financial  accounting  and reporting for income
taxes.

Deferred income tax assets and liabilities are computed 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 upon enacted tax laws and
rates  applicable to the periods in which the differences are expected to affect
taxable income.  Valuation  allowances are established  when necessary to reduce
deferred tax assets to the amount expected to be realized. Income tax expense is
the tax  payable  or  refundable  for the  period  plus or minus  the  change in
deferred tax assets and liabilities during the period.

Revenue recognition occurs from sales of product upon shipment.
                                       5
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
                    Notes to Financial Statements - Unaudited

Research and development costs are expensed as incurred.

Stock based employee  compensation  is accounted for under the provisions of APB
Opinion No. 25,  Accounting  for Stock Issued to  Employees,  which  requires no
recognition  of  compensation  expense when the exercise  price of the employees
stock  option  equals the market  price of the  underlying  stock on the date of
grant.

Per share data is computed  using the weighted  average  number of common shares
and common  equivalent  shares  outstanding  during  each  period  after  giving
retroactive effect to the recapitalization. Restricted Class E common shares and
stock  options  for  the  purchase  of  Class E  common  shares  are  considered
contingently issuable and,  accordingly,  are excluded from the weighted average
number of common and common equivalent shares outstanding.

Net loss per share for the period from  inception  through March 31, 1997 is not
presented as the Company's  predecessor was a limited  partnership and no common
shares were outstanding.

Management  uses estimates and makes  assumptions  during the preparation of the
Company's  financial  statements  that affect amounts  reported in the financial
statements and accompanying  notes.  Such estimates and assumptions could change
in the future as more information  becomes known, which in turn could impact the
amounts reported and disclosed herein.

Financial  instruments  of the Company are valued as  required by  Statement  of
Financial  Accounting  Standards  No.  107,  Disclosures  about  Fair  Values of
Financial  Instruments.  The  carrying  amounts  of cash  and  cash  equivalents
approximate fair value.


2. Inventories

The components of inventories include the following at March 31, 1997:


               Finished goods and work in process                  $ 131,958
               Raw materials                                          88,528
                                                                -------------
               Total inventories                                    $220,486
                                                                =============
                                       6
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Results of Operations
- ---------------------

         The  Private  Securities  Litigation  Reform  Act of 1995  ("the  Act")
provides a safe harbor for forward  looking  statements  made by or on behalf of
the Company.  All statements,  other than statements of historical facts,  which
address  activities,   events  or  developments  that  the  Company  expects  or
anticipates  will or may occur in the  future,  including  such things as future
capital expenditures,  growth, product development, sales, business strategy and
other  such  matters  are  forward-looking  statements.   These  forward-looking
statements are based largely on the Company's  expectations  and assumptions and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's   control.   Actual   results   could  differ   materially   from  the
forward-looking  statements as a result of a number of factors,  including,  but
not  limited  to,  the  Company's  early  state  of  development,  the  need for
additional  financing,  and  intense  competition  in  various  aspects  of  its
business. In light of these risks and uncertainties,  all of the forward-looking
statements made are qualified by these cautionary statements and there can be no
assurance  that the actual  results or  developments  anticipated by the Company
will be realized.

Three  months  ended March 31, 1997  compared  with three months ended March 31,
1996

         Revenue totaled  $380,959 for the three months ended March 31, 1997, an
increase of  approximately  $297,000 over the  comparable  period last year. The
increase was attributable to $244,000 in product  development/  license fees and
an additional $53,000 in lens sales.  Product development/ license fees included
two significant sales for the Company. First, the Company entered into the final
phase,  prior to  production,  with Karl Storz GMBH & Co. ("Karl Storz") for the
lenses  used in their  endoscopy  instruments.  Under  the 1994  agreement,  the
Company  received a $200,000 fee for this phase of the contract.  In the future,
the Company  anticipates  that it will sell Karl Storz lens blanks and receive a
royalty fee for all sales of endoscopes  containing  GRADIUM lenses. The Company
expects  to  receive a  production  order  from Karl Storz for 500 lenses in the
fourth  quarter and  anticipates  more  significant  production  orders in 1998.
Second,  the Company  received  $25,000  from The Fuji Photo  Optical  Co.,  Ltd
("Fuji")  which is a subsidiary of Fuji Photo Film Co., for the exclusive  right
to use GRADIUM  glass in a new  generation of television  camera  lenses.  After
Fuji's initial study, the Companies  entered into an agreement whereby Fuji will
evaluate the lenses for eight months.  At the end of the period,  Fuji will have
the  right  to  engage  in a  long-term  license  and  purchase  agreement  with
LightPath.  Revenues for  government  funded  subcontracts  in the area of solar
energy totaled $75,000 for the quarter. Lens sales included approximately thirty
customers  representing  a variety of industrial and  government  accounts.  The
Company's  increase  in lens sales is  primarily  due to its sales of lenses for
wafer chip  inspection  and laser  markets.  The Company's  efforts in targeting
laser  applications,  an area where  GRADIUM's  lenses  ability to increase  the
quality of YAG laser  beams and reduce the focal  spot  size,  is  beginning  to
receive market  acceptance.  The Company continues to witness a multi-step sales
cycle.  New customers are first  purchasing one or two lenses for testing,  then
after a period of several months a more significant sale may occur. At March 31,
1997, a backlog of $20,000 existed for lens sales. The Company's  backlog on its
current government projects is $50,000.

         The Company continues to work with a number of additional OEM's towards
the completion of projects which may result in production  orders for LightPath.
During the quarter, the Company added a manufacturers  representative in Silicon
Valley  to  work   directly   with  OEM's  to  increase   our  presence  in  the
optoelectronics industry. The Company formalized relationships with and obtained
orders from four industrial,  optoelectronic and medical component  distributors
based in Japan,  the United Kingdom,  Germany and Israel.  The Company  believes
these  distributors  may  create new  markets  for  GRADIUM  in their  countries
primarily  in the area of sales  into the YAG laser  market.  In  addition,  The
Company entered into a strategic  alliance with Hikari Glass Co., Ltd. of Japan,
( "Hikari" is a 40% owned  subsidiary  of Nikon),  to increase  the  presence of
GRADIUM  glass in  Hikari's  established  Asian  optics  market and to develop a
continuous  flow  manufacturing  process,  currently used by Hikari for high-end
optical  lenses,  for GRADIUM  glass.  To solidify our position in  governmental
research and development projects, the Company entered into an agreement with DR
Technologies Inc. ( "DR" ) to pursue Department of
                                       7
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

Defense  contracts.  DR is a developer  and  manufacturer  of  advanced  optical
systems and is currently  working with LightPath on the solar energy  government
subcontract.

          Cost of sales  during the three months ended March 31, 1997 was 80% of
product sales an increase of 31% over the corresponding  prior year period,  and
was primarily due to outside finishing expenses, and the low volume of inventory
production.  It is  anticipated  that with  increased  volume and the  increased
utilization of off-shore lens  finishers,  the cost of production will decrease.
Administrative  costs increased  $214,084,  or 37% over the  corresponding  1996
period,  primarily  due to the  addition of  personnel  in sales and  marketing,
administration  and operations along with increased overhead in these areas as a
result of an  expected  scale-up  of  operations  to the  levels  planned in the
Company's IPO in February 1996. The Company's public awareness campaign, through
print advertising,  web site and trade shows has generated  approximately  4,000
inquiries since September  1996.  Research and development  costs increased from
$9,752  in the  1996  period  to  $201,928  in the  1997  period.  The  research
department staff has increased to  approximately 6 full time  equivalents  since
the IPO. The focus of the development efforts has been to expand GRADIUM product
lines to the areas of multiplexers and interconnects for the  telecommunications
field,  the addition of the crown glass product line to supplement  its existing
flint  products,  development of acrylic axial  gradient  material to extend the
product range, and upgrade the proprietary  material design software and optical
design tools to facilitate product design.

         Investment   income  of  $22,065  from  interest  earned  on  temporary
investments equaled the prior period.  Interest expense decreased  approximately
$200,000  during the 1997 period as compared to the 1996 period due primarily to
the conversion of debt to equity in conjunction with the completion of the IPO.

         Net loss of  $651,105  was a decrease  of $41,981  from the  comparable
period last year due to the  improved  gross margin of $247,288 and the increase
in other income of $200,953,  which are offset by increases in selling,  general
and  administrative  costs of $214,084 and research and development of $192,176.
Net loss per  share of $.24 was an  improvement  of $.20 due to an  increase  in
gross  margin  and other  income of $.16,  offset by the  increase  in  selling,
general and administrative  costs of $.09 and research and development  expenses
of $.07.  The  remaining  $.20 gain was due to the increase in weighted  average
common shares due to the IPO.


Nine  months  ended  March 31, 1997  compared  with the nine months  ended March
31,1996

         Revenue  totaled  $532,593 for the nine months ended March 31, 1997, an
increase of approximately $364,000 over the comparable period last year. The new
development/  license  sales  included  $61,000  from OEM Karl  Storz  for their
endoscopy development agreement,  $25,000 from Fuji for an exclusive eight month
evaluation  option for  television  camera lenses and $197,000  from  government
funded  subcontracts in the area of solar energy to allow  satellites to produce
their  own  power  and the  next  generation  of  multiplexing  devices  used in
conjunction with optical fiber. The Company anticipates an additional $50,000 of
revenue in the fourth quarter from these government contracts.  The Company also
experienced $81,000 growth in lens sales to industrial and government  accounts.
At March 31,  1997 the  Company  had  approximately  $20,000 in lens back orders
which it intends to ship during the fourth quarter.

         For the nine months  ended March 31, 1997 the cost of sales for product
sales  was  80%.  It is  anticipated  that  with  increased  volume  the cost of
production  will  continue to  decrease.  Administrative  costs  during the 1997
period  increased  $971,094  or 83%  over  the  corresponding  period  in  1996,
primarily   due  to  the  addition  of   personnel   in  sales  and   marketing,
administration and operations, along with increased overhead in these areas as a
result of an expected  scale-up of operations.  Research and  development  costs
increased  from  $30,073 in the 1996 period to $741,235 in the 1997  period.  In
January 1997, the research  department staff added an additional staff member to
continue the Company's research and development efforts in the area of new glass
families  and  opto-electronic  
                                       8
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

applications.  There  were  no  costs  related  to  unearned  compensation  from
incentive  stock  options  during the nine  months  representing  a decrease  of
$867,642 from the prior period.

         Investment  income increased  approximately  $76,000 in 1997 due to the
interest   earned  on  temporary   investments.   Interest   expense   decreased
approximately $394,000 during the 1997 period as compared to the 1996 period due
primarily to the conversion of debt to equity in conjunction with the completion
of the IPO.

         Net loss of $2,341,355  was an increase of $54,746 from the  comparable
period last year due to increases in selling,  general and administrative  costs
$971,094 and research and  development  $711,162  which  expenses were partially
offset by the  increased  gross  margin of  $289,483,  a decrease of $867,642 in
unearned compensation and the increase in other income of $470,385. Net loss per
share of $.85 was an  improvement of $1.33 from the 1996 period due to increased
gross margin of $.11, decrease in unearned compensation of $.32 and the increase
in other  income  of $.17,  offset  by the  increase  in  selling,  general  and
administrative  costs of $.35 and research and development expenses of $.26. The
remaining  $1.34 gain was due to the increase in weighted  average common shares
due to the IPO.

Financial Resources and Liquidity
- ---------------------------------

         LightPath has financed its  operations  through  private  placements of
equity  and  debt,  borrowings,  and the IPO which  generated  net  proceeds  of
approximately  $7.452 million in February 1996. The Company  expects to continue
to incur losses until such time, if ever, it obtains  market  acceptance for its
products at selling  prices and volumes which provide  adequate  gross profit to
cover operating costs. The Company has budgeted its cash requirements for fiscal
1997  at  $3,700,000,  a  substantial  increase  from  fiscal  1996  due  to the
implementation  of a sales  program,  additional  personnel and overhead  costs.
During  the three  months  ended  March 31,  1997,  the  Company's  actual  cash
requirements  were  approximately  $120,000  under the  quarterly  budget,  this
decrease  in the  administrative  area was used to fund an overage  in  research
costs.  The Company  budgeted  $700,000 for fiscal 1997 to continue its research
and  development  efforts.  During the three months  ended March 31,  1997,  the
Company's  actual cash  requirements  for research and development  exceeded the
quarterly  budget by  $122,000.  During the nine months ended March 31, 1997 the
Company's total actual operating cash requirements were  approximately  $280,000
under budget.

         The Company also budgeted  $800,000  primarily to be used for equipment
to expand its manufacturing  facilities during fiscal year 1997. During the nine
month period ended March 31, 1997, the Company incurred  approximately  $533,000
in capital  equipment  and  patent  costs.  The  Company  anticipates  expending
approximately $100,000 in capital equipment and patent costs by June 30, 1997.

         The  Company  has  initiated  discussions  about a number of  financing
options to generate  sufficient  capital to meet its  liquidity  needs in fiscal
1998 and beyond.  The  Company's  capital  requirements  after  fiscal 1997 will
depend on the extent that GRADIUM  glass becomes  commercially  accepted and the
Company's sales program is successful in generating  sales sufficient to sustain
its  operations.  There  can be no  assurance  that the  Company  will  generate
sufficient revenues to fund its operations or that the Company will successfully
commercialize its GRADIUM products. In addition,  the Company may be required to
seek  additional  financing or alter its  business  plan in the event of delays,
cost  overruns  or  unanticipated  expenses  associated  with a  company  in the
development  stage. The Company  currently has no credit facility with a bank or
other financial institution.  There also can be no assurance that any additional
financing  will be  available  if  needed,  or, if  available,  will be on terms
acceptable to the Company. In the event necessary financing is not obtained, the
Company will be materially adversely affected and have to cease or substantially
reduce operations.

         Since the Company has  principally  been engaged in basic  research and
development  of  its  products,  it  has  not  been  significantly  impacted  by
inflation. The Company does not believe that seasonality will have a significant
impact on its business.
                                       9
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)


                                     PART II
                                     -------

Item 1.  Legal Proceedings

         In October  1996,  the Company was informed that a lawsuit filed in the
U.S.  District  Court,  Tucson,  by a former employee had been terminated by the
employee following the discovery phase.

         In December  1996,  the Company was  informed  that a lawsuit  filed in
Arizona  Superior  Court,  County  of  Pima,  by a  former  consultant  had been
terminated by the consultant following the discovery phase.

         There have been no material  developments  in any other  legal  actions
since the Company's  Form 10-KSB for the year ended June 30, 1996.  LightPath is
subject to various claims and lawsuits in the ordinary course of business,  none
of which are  considered  material  to the  Company's  financial  condition  and
results of operations.

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 Items
         None



Item 6.  Exhibits and Reports on Form 8-K
         a)  The following document is filed as an exhibit to this Form 10-QSB:
                   Exhibit 27 - Financial Data Schedule

         b)  No reports on Form 8-K were filed under the Securities and Exchange
         Act of 1934 during the quarter ended March 31, 1997.
                                       10
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  Report  to be  signed  in its  behalf by the
undersigned, thereunto duly authorized.


                                        LIGHTPATH TECHNOLOGIES, INC.



                                        By: /s/ Donald Lawson     April 17, 1997
                                           -------------------------------------
                                               Donald Lawson          Date
                                          Executive Vice President and Treasurer
                                       11

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
                              This   schedule    contains   summary    financial
                              information extracted from the Form 10-QSB for the
                              nine  month  period  ended  March 31,  1997 and is
                              qualified  in its  entirety by  reference  to such
                              financial statements.
</LEGEND>
<MULTIPLIER>                  1
<CURRENCY>                    U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                             JUN-30-1997
<PERIOD-START>                                JAN-01-1997
<PERIOD-END>                                  MAR-31-1997
<EXCHANGE-RATE>                                         1
<CASH>                                          1,299,377 
<SECURITIES>                                            0 
<RECEIVABLES>                                     354,254 
<ALLOWANCES>                                            0 
<INVENTORY>                                       220,486 
<CURRENT-ASSETS>                                1,953,638 
<PP&E>                                          1,305,576 
<DEPRECIATION>                                    531,592 
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                                   0 
                                             0 
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<TOTAL-LIABILITY-AND-EQUITY>                    3,041,204 
<SALES>                                           113,440 
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<INCOME-PRETAX>                                (2,341,355)
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