LIGHTPATH TECHNOLOGIES INC
10QSB, 1997-02-06
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 December 31, 1996

                                       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                   2,763,096 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 January 31,  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
                                       1
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
                                  Balance Sheet
<TABLE>
<CAPTION>
                                                                                   December 31,       June 30,
                                                                                       1996             1996
                                                                                -------------------------------------
                                                                                    Unaudited
<S>                                                                             <C>              <C>            
Assets
Current assets:
  Cash and cash equivalents                                                      $    2,277,189  $     4,335,133
  Trade accounts receivable                                                              84,328           23,500
  Inventories                                                                           179,572           66,186
  Advances to employees                                                                   2,156           14,445
  Prepaid expenses and other                                                             42,479           82,608
                                                                                -------------------------------------
Total current assets                                                                  2,585,724        4,521,872
Property and equipment - net                                                            717,749          438,726
Intangible assets - net                                                                 309,625          250,206
                                                                                =====================================
Total assets                                                                     $    3,613,098  $     5,210,804
                                                                                =====================================

Liabilities and Stockholders' Equity Current liabilities:
  Accounts payable and accrued liabilities                                      $       316,349  $       362,206
  Accrued payroll and benefits                                                          267,629          274,237
                                                                                -------------------------------------
Total current liabilities                                                               583,978          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 
   December 31, 1996 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 
   December 31, 1996 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 December 31, 1996
   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 December 31, 1996 or June 30, 1996                              -                -
   Common stock:
    Class A, $.01 par value; 34,500,000 shares authorized, voting 
     2,763,096 and 2,722,191, shares issued and outstanding at 
     December 31, 1996 and June 30, 1996, respectively                                   27,632           27,222
   Additional paid-in capital                                                        18,837,300       18,692,578
   Deficit accumulated during the development stage                                 (15,904,476)     (14,214,226)
                                                                                -------------------------------------
Total stockholders' equity                                                            2,960,456        4,505,574
                                                                                =====================================
Total liabilities and stockholders' equity                                       $    3,613,098   $    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                Six Months Ended          1985 through
Unaudited                                           December 31,                     December 31,            December 31,
                                               1996            1995             1996           1995             1996
                                       -----------------------------------------------------------------------------------
<S>                                       <C>             <C>               <C>             <C>             <C>          
Revenues:
   Product development fees                 $   1,806      $   45,000      $    113,153    $     75,000     $    382,153
   Lenses and other                            26,358           9,466            38,481           9,594          158,869
                                       -----------------------------------------------------------------------------------
Total revenues                                 28,164      $   54,466           151,634          84,594          541,022

Costs and expenses:
   Cost of goods sold                          17,636           5,478            30,323           5,478          237,178
   Selling, general and
     administrative                           683,530         295,396         1,346,280         589,270       12,492,716
   Research and development                   292,364           7,751           539,307          20,321        7,213,761
   Amortization of unearned
     compensation                                   -               -                 -         867,642        2,076,217
                                       -----------------------------------------------------------------------------------
Total costs and expenses                      993,530         308,625         1,885,587       1,482,711       22,019,872
                                       -----------------------------------------------------------------------------------
Operating loss                               (965,366)       (254,159)       (1,764,276)     (1,398,117)     (21,478,850)

Other income(expense):
   Investment income                           33,041               -            75,599               -          169,050
   Interest expense                              (796)       (104,526)           (1,573)       (195,406)      (1,851,940)
                                       -----------------------------------------------------------------------------------
Net loss                                  $  (933,121)    $  (358,685)      $(1,690,250)    $(1,593,523)    $(23,161,740)
                                       ===================================================================================


Net loss per share                             $(.34)          $(.47)            $(.62)         $(2.12)                -
                                       ===================================================================================
Number of shares used in per 
   share calculation                       2,755,520         763,160         2,745,404         752,262                 -
                                       ===================================================================================
</TABLE>
See accompanying notes.
                                       3
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                                                                                      Inception
                                                                                                      August 23,
                                                                                                         1985
                                                                       Six Months Ended                through
Unaudited                                                                 December 31                December 31
                                                              ------------------------------------------------------
                                                                     1996             1995              1996
                                                              ------------------------------------------------------
<S>                                                           <C>                  <C>             <C>        
Operating activities
Net loss                                                       $  (1,690,250)      $(1,234,838)    $(23,161,740)
Adjustments to reconcile net loss to net cash used in
 operating activities:
   Depreciation and amortization                                      92,070            20,216          548,125
   Accretion of bridge notes                                               -            38,623          244,808
   Services provided for common stock                                245,009             5,000        1,385,822
   Write-off abandoned patent applications                                 -                 -          111,059
   Amortization of unearned compensation                                   -           867,642        2,076,217
   Changes in operating assets and liabilities:
      Receivable, advances to employees                              (48,539)           41,374          (86,484)
      Inventories                                                   (113,386)                -         (179,572)
      Prepaid expenses and other                                      40,129          (240,274)         (42,479)
      Accounts payable and accrued expenses                          (52,465)          445,502        1,869,642
                                                              ------------------------------------------------------
Net cash used in operating activities                             (1,527,432)          (56,755)     (17,234,602)

Cash flows from investing activities
Property and equipment additions                                    (365,427)                -       (1,231,913)
Costs incurred in acquiring patents                                  (65,085)           (2,392)        (454,643)
                                                              ------------------------------------------------------
Net cash used in investing activities                               (430,512)           (2,392)      (1,686,556)

Cash flows from financing activities
Proceeds from notes payable                                                -            14,489        4,398,606
Payments on notes payable                                                  -                 -       (1,097,350)
Proceeds from convertible notes payable                                    -                 -        1,465,529
Repayments of convertible notes payable                                    -                 -         (212,500)
Proceeds from bridge loans                                                 -            35,433        1,765,748
Repayments of bridge loans                                                 -                 -       (1,250,000)
Proceeds from sales of common stock                                        -             9,567        9,189,443
Repurchase of common stock                                          (100,000)                -         (669,512)
Proceeds from sales of treasury stock                                      -                 -          351,119
Proceeds from sales of limited partnership units                           -                 -        7,257,264
                                                              ------------------------------------------------------
Net cash provided by financing activities                           (100,000)           59,489       21,198,347
                                                              ------------------------------------------------------
Net increase (decrease) in cash and cash equivalents              (2,057,944)              342        2,277,189
Cash and cash equivalents at beginning period                      4,335,133            11,177                -
                                                              ------------------------------------------------------
Cash and cash equivalents at end of period                        $2,277,189       $    11,519      $ 2,277,189
                                                              ======================================================
Supplemental disclosure of cash flow information:
Class A common stock issued for services                        $    245,009      $      4,904      $ 1,356,626
Debt and accrued interest converted into Class A
  common stock                                                             -            16,877        6,281,164
Stock options granted for services                                         -                 -           98,500
Class E common stock issued                                                -                96           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 six
month  periods  ended  December  31, 1996 and 1995.  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  December 31, 1996 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.



2. Inventories

The components of inventories include the following at December 31, 1996:


               Finished goods and work in process            $ 122,812
               Raw materials                                    56,760
                                                            -----------
               Total inventories                              $179,572
                                                            ===========
                                       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  December 31, 1996 compared with three months ended  December
31,1995

         Revenue totaled $28,164 for the three months ended December 31, 1996, a
decrease of  approximately  $26,000 over the  comparable  period last year.  The
change was  attributable to an additional  $17,000 in lens sales and a reduction
of $43,000 in product  development  fees. The lens sales included  approximately
twenty  new  customers  representing  a variety  of  industrial  and  government
accounts.  The Company's  increase in lens sales is primarily due to its efforts
in targeting laser market  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 occurs.
At the end of the reporting period, a backlog of $60,000 existed for lens sales.
The  Company's  backlog  on its two  current  government  projects  remained  at
$125,000.  During the  quarter  the  Company  derived no  additional  government
revenue from the  subcontracts  awarded during the first quarter of fiscal 1997.
Although the Company did not enter into any new OEM projects  during the quarter
a number of potential OEM projects are in process.

          Cost of  sales  was 67% of  product  sales  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 $388,134,
or 131% over the  corresponding  1995 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  2,000  inquiries since September 1996.
Research and development  costs increased from $7,751 to $292,364.  The research
department staff has increased to 4.5 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,  to extend the  product  range,  to upgrade the  proprietary  material
design software and optical design tools to facilitate product design.

         Investment  income  increased  $33,041  due to the  interest  earned on
temporary  investments.  Interest expense decreased  approximately  $104,000 due
primarily to the conversion of debt to equity in conjunction with the completion
of the IPO.

         Net loss of $933,121  was an increase of $574,436  from the  comparable
period last year due to the  decreased  gross  margin of $38,460,  increases  in
selling,  general and administrative costs $388,134 and research and development
$284,613, offset by the increase in other income of $136,771. Net loss 
                                       7
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

per share of $.34 was an improvement of $.13 due to an increased in other income
of $.05,  offset by the decrease in gross  margin of $.01,  increase in selling,
general and administrative  costs of $.14 and research and development  expenses
of $.10.  The  remaining  $.33 gain was due to the increase in weighted  average
common shares due to the IPO.


Six months ended  December 31, 1996 compared with the six months ended  December
31,1995

         Revenue totaled $151,634 for the six months ended December 31, 1996, an
increase of approximately  $67,000 over the comparable period last year. The new
sales were in two areas,  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,  which two areas
accounted  for an  aggregate  of  $112,000  of  development  fees.  The  Company
anticipates  an  additional  $125,000 of revenue in the third quarter from these
contracts from the corresponding  period last year. The Company also experienced
$29,000 growth in lens sales to industrial and government accounts.  At December
31,  1996 the  Company had  approximately  $60,000 in lens back orders  which it
intends to ship during the third quarter. In addition,  the Company announced in
January  1997  that  it  has  formalized  relationships  with  four  industrial,
optoelectronic  and medical  component  distributors  based in Japan, the United
Kingdom, Germany and Israel. The Company believes these distributors will create
new markets for GRADIUM in their  countries  primarily in the area of sales into
the YAG laser market.

         For the six months the cost of sales was 79%.  It is  anticipated  that
with  increased  volume  the  cost of  production  will  continue  to  decrease.
Administrative costs increased $757,010 or 128% over the corresponding period in
1995,  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 $20,321 to $539,307.  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
applications.  There  were  no  costs  related  to  unearned  compensation  from
incentive  stock  options  during the six  months  representing  a  decrease  of
$867,642 for the period.

         Investment  income  increased  $75,599  due to the  interest  earned on
temporary  investments.  Interest expense decreased  approximately  $194,000 due
primarily to the conversion of debt to equity in conjunction with the completion
of the IPO.

         Net loss of $1,690,250  was an increase of $96,727 from the  comparable
period last year due to, increases in selling,  general and administrative costs
$757,010 and research and  development  $518,986,  offset by the increased gross
margin of  $42,195,  decrease  of  $867,642  in  unearned  compensation  and the
increase  in  other  income  of  $269,432.  Net  loss  per  share of $.62 was an
improvement of $1.50 due to increased gross margin of $.02, decrease in unearned
compensation  of $.32 and the  increase in other  income of $.10,  offset by the
increase in selling,  general and administrative  costs of $.28 and research and
development  other  expenses of $.19.  The  remaining  $1.53 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, as it obtains  market  acceptance  for
its product 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.
                                       8
<PAGE>
                          LightPath Technologies, Inc.
                          (A Development Stage Company)
           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations

During  the  second  quarter,   the  Company's  actual  cash  requirements  were
approximately  $3,000  under the  quarterly  budget.  In  addition,  the Company
budgeted  $700,000  for fiscal 1997 to continue  its  research  and  development
efforts.  During the second quarter,  the Company's actual cash requirements for
research and development  exceeded the quarterly  budget by $27,000.  During the
six months ended December 31, 1996 the Company's actual cash  requirements  were
approximately $256,000 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 six
month  period  ended  December  31,  1996,  the Company  incurred  approximately
$430,000  in  capital  equipment  and  patent  costs.  The  Company  anticipates
expending  approximately $100,000 in capital equipment and patent costs by March
31, 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 December 31, 1996.
                                       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     February 5, 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
                              six month  period  ended  December 31, 1996 and is
                              qualified  in its  entirety by  reference  to such
                              financial statements.
</LEGEND>
<MULTIPLIER>                  1
<CURRENCY>                    U.S. Dollars                 
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              JUN-30-1997
<PERIOD-START>                                 JUL-01-1997
<PERIOD-END>                                   DEC-31-1996     
<EXCHANGE-RATE>                                          1
<CASH>                                           2,277,189 
<SECURITIES>                                             0 
<RECEIVABLES>                                       84,328 
<ALLOWANCES>                                             0 
<INVENTORY>                                        179,572 
<CURRENT-ASSETS>                                 2,585,724 
<PP&E>                                           1,210,149 
<DEPRECIATION>                                     492,400 
<TOTAL-ASSETS>                                   3,613,098 
<CURRENT-LIABILITIES>                              583,978 
<BONDS>                                                  0 
                                    0 
                                              0 
<COMMON>                                            27,632 
<OTHER-SE>                                      18,837,300 
<TOTAL-LIABILITY-AND-EQUITY>                     3,613,098 
<SALES>                                             38,481 
<TOTAL-REVENUES>                                   151,634 
<CGS>                                               30,323 
<TOTAL-COSTS>                                       30,323 
<OTHER-EXPENSES>                                         0 
<LOSS-PROVISION>                                         0 
<INTEREST-EXPENSE>                                   1,573 
<INCOME-PRETAX>                                (1,690,250) 
<INCOME-TAX>                                             0 
<INCOME-CONTINUING>                            (1,690,250) 
<DISCONTINUED>                                           0 
<EXTRAORDINARY>                                          0 
<CHANGES>                                                0 
<NET-INCOME>                                   (1,690,250) 
<EPS-PRIMARY>                                        (.62) 
<EPS-DILUTED>                                            0 
                                               


</TABLE>


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