INTILE DESIGNS INC
10QSB, 1997-02-20
LUMBER & OTHER BUILDING MATERIALS DEALERS
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<PAGE>
                                       
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                       
                                  FORM 10-QSB
                                       
(Mark one)
                                       
     X         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    ---             OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996
                                      OR
                                       
    ---        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from________to________
                      Commission file number 33-49854-A
                                       
                             INTILE DESIGNS, INC.
       (Exact name of small business issuer as specified in its charter)
                                       
              DELAWARE                                13-3625325
   (State or other jurisdiction of        (I.R.S. Employer Identification No.)
   incorporation or organization)
                                       
                         9716 OLD KATY ROAD, SUITE 110
                             HOUSTON, TEXAS  77055
                   (Address of principal executive offices)
                                       
                                (713) 468-8400
               (Issuer's telephone number, including area code)

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

State the number of shares outstanding of each of the issuer's classes of 
common stock as of the latest practicable date:  The total number of shares 
of Common Stock, par value $.0001 per share, outstanding as of February 19, 
1997 was 2,806,711.



                                 Page 1 of 15

<PAGE>

                        PART I - FINANCIAL INFORMATION
                                       
ITEM 1. FINANCIAL STATEMENTS

The unaudited condensed consolidated financial statements of Intile Designs,
Inc. and subsidiaries (the Company) and related notes included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to those
rules and regulations, although the Company believes that the disclosures
included herein are adequate to make the information presented not misleading.
In the opinion of the Company's management, all adjustments, which include only
normal recurring adjustments, necessary for a fair presentation of the
financial position and results of operations for the periods presented have
been included.  These financial statements should be read in conjunction with
the financial statements and notes thereto included in the Company's
Form 10-KSB for the year ended March 31, 1996.  Operating results for the nine-
month period ended December 31, 1996 are not necessarily indicative of the
results that may be expected for the year ending March 31, 1997.

                                   Page 2 of 15

<PAGE>

                                 INTILE DESIGNS, INC.

                        CONDENSED CONSOLIDATED BALANCE SHEET
                                     (UNAUDITED)

<TABLE>
                                                       December 31,     March 31,
                                                           1996           1996
                                                           ----           ----
<S>                                                   <C>            <C>
                   Assets
                   ------
Current assets:
 Cash                                                 $   166,984    $    69,778
 Accounts receivable, net of allowance for doubtful
 accounts of $205,869 and $134,602                      1,260,086      1,564,174
 Inventory                                              8,446,475      8,447,237
 Prepaid expenses and other assets                        309,373        137,471
                                                      -----------    -----------
    Total current assets                               10,182,918     10,218,660
Property and equipment, net                               653,499        556,665
Other assets                                              442,741        216,256
                                                      -----------    -----------
    Total assets                                      $11,279,158    $10,991,581
                                                      -----------    -----------
                                                      -----------    -----------
     Liabilities and Stockholders' Equity
     ------------------------------------
Current liabilities:
 Current portion of notes payable                    $  4,971,455   $  5,953,907
 Accounts payable                                       2,907,045      3,163,884
 Accrued expenses and other liabilities                   414,945        281,658
                                                      -----------    -----------
    Total current liabilities                           8,293,445      9,399,449

Noncurrent portion of notes payable                     1,773,273            -
Other noncurrent liabilities                              103,758        103,758
                                                      -----------    -----------
 Total liabilities                                     10,170,476      9,503,207
                                                      -----------    -----------
Stockholders' equity:
 Common stock, $.0001 par value, 10,000,000
 shares authorized, 2,806,711 shares
 issued and outstanding                                       281            280
 Additional paid-in capital                             4,722,767      4,717,700
 Retained earnings (deficit)                           (3,614,366)    (3,229,606)
                                                      -----------    -----------
    Total stockholders' equity                          1,108,682      1,488,374
                                                      -----------    -----------
Commitments and contingencies                                 -              -

    Total liabilities and stockholders' equity        $11,279,158    $10,991,581
                                                      -----------    -----------
                                                      -----------    -----------
</TABLE>

   (The accompanying notes are an integral part of these financial statements)

                                   Page 3 of 15
<PAGE>


                                 INTILE DESIGNS, INC.

                    CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                     (UNAUDITED)

<TABLE>
                                                 Quarter Ended            Three Quarters Ended
                                                  December 31,                December 31,
                                                 -------------            --------------------

                                             1996          1995           1996           1995
                                             ----          ----           ----           ----
<S>                                    <C>            <C>            <C>            <C>
Sales                                  $  3,543,476   $  3,877,841   $ 12,918,854   $ 15,123,774
Cost of goods sold                        2,268,736      2,441,256      7,617,936      9,225,516
                                         ----------    -----------    -----------    -----------
Gross profit                              1,274,740      1,436,585      5,300,918      5,898,258
Selling and administrative
 expenses                                 1,705,094      1,889,376      5,231,580      6,166,977
                                         ----------    -----------    -----------    -----------
Income (loss) from operations              (430,354)      (452,791)        69,338       (268,719)
Other income (expense):
  Equity in losses of investee                 ----        (28,000)          ----     (2,597,005)
  Interest expense                         (201,722)      (128,740)      (480,594)      (334,466)
  Other income                               20,906           ----         26,496          2,340
                                         ----------    -----------    -----------    -----------
Loss before income taxes                   (611,170)      (609,531)      (384,760)    (3,197,850)
Provision for income taxes                        -              -              -        (80,000)
                                         ----------    -----------    -----------    -----------
Net loss                                   (611,170)   $  (609,531)   $  (384,760) $  (3,117,850)
                                         ----------    -----------    -----------    -----------
                                         ----------    -----------    -----------    -----------

Earnings (Loss) per share               $      (.22)   $      (.22)   $      (.14) $       (1.13)
                                         ----------    -----------    -----------    -----------
                                         ----------    -----------    -----------    -----------
Weighted average shares
 outstanding                              2,806,711      2,798,294      2,803,551      2,767,605
                                         ----------    -----------    -----------    -----------
                                         ----------    -----------    -----------    -----------
</TABLE>

   (The accompanying notes are an integral part of these financial statements)

                                        Page 4 of 15
<PAGE>
                                       
                              INTILE DESIGNS, INC.

           CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED MARCH 31, 1996 AND THE THREE QUARTERS ENDED DECEMBER 31, 1996
                                  (UNAUDITED)


<TABLE>
                                                  Shares     Common     Paid-in         Retained
                                               outstanding    stock     capital    earnings (deficit)      Total
                                               -----------   ------   ----------   ------------------   -----------
<S>                                            <C>           <C>      <C>          <C>                  <C>
Balance, March 31, 1995                         2,746,129     $274    $4,695,980      $ 1,017,231       $ 5,713,485

Additional issuance costs relating to
  issuance of common stock to acquire
  TCM Holdings                                          -        -       (68,644)               -           (68,644)
Exercise of stock options                          35,239        4        56,688                -            56,692
Issuance of common stock                           18,303        2        33,676                -            33,678
Net loss                                                -        -             -       (4,246,837)       (4,246,837)
                                                ---------     ----    ----------      -----------       -----------

Balance, March 31, 1996                         2,799,671      280     4,717,700       (3,229,606)        1,488,374


Issuance of common stock                            7,040        1         5,067                -             5,068
Net income                                              -        -             -         (384,760)         (384,760)
                                                ---------     ----    ----------      -----------       -----------

Balance, December 31, 1996                      2,806,711     $281    $4,722,767      $(3,614,366)      $ 1,108,682
                                                ---------     ----    ----------      -----------       -----------
                                                ---------     ----    ----------      -----------       -----------
</TABLE>


 (The accompanying notes are an integral part of these financial statements.)



                                 Page 5 of 15

<PAGE>
                      INTILE DESIGNS, INC.

         CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                          (UNAUDITED)


                                                        Three Quarters ended
                                                            December 31,
                                                            ------------
                                                         1996          1995
                                                         ----          ----
Cash flows from operating activities:-
 Net loss                                            $  (384,760)  $ (3,117,850)
 Adjustments:
   Depreciation and amortization                         149,843        138,698
   Bad debt expense                                      101,521         98,982
   Equity in loss of investee                                  -      1,865,751
   Changes in assets and liabilities                     (95,596)       464,457
                                                     -----------   ------------
     Net cash used by operating activities              (228,992)      (549,962)
                                                     -----------   ------------
Cash flows from investing activities:
 Purchase of equipment                                  (214,105)       (71,695)
 Change in other assets and liabilities                 (259,057)      (144,576)
                                                     -----------   ------------
     Net cash used by investing activities              (473,162)      (216,271)
                                                     -----------   ------------
Cash flows from financing activities:
 Proceeds from borrowings                              1,923,219        648,346
 Proceeds from sale of stock                               5,068         21,725
 Payments on debt                                     (1,128,927)             -
                                                     -----------   ------------
     Net cash provided by financing activities           799,360        670,071
                                                     -----------   ------------
Net increase in cash and cash equivalents                 97,206        (96,162)
Cash and cash equivalents:
 Beginning of period                                      69,778        224,432
                                                     -----------   ------------
 End of period                                        $  166,984     $  128,270
                                                     -----------   ------------
                                                     -----------   ------------

  (The accompanying notes are an integral part of these financial statements)

                                 Page 6 of 15

<PAGE>
                      INTILE DESIGNS, INC.

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                       DECEMBER 31, 1996
                          (UNAUDITED)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The Company is a direct importer and distributor of ceramic tile, marble and 
related home design products.  The Company also retails these items through 
its various divisions and subsidiaries.

BASIS OF CONSOLIDATION

The consolidated financial statements include the accounts of Intile Designs, 
Inc. and its wholly-owned subsidiaries, except those where control is deemed 
to be temporary.  All significant intercompany accounts and transactions have 
been eliminated in consolidation.

Form 10-QSB previously filed for the nine months ended December 31, 1995 
included TCM Holdings ("TCM") as a consolidated subsidiary.  Form 10-QSB for 
the current period ended December 31, 1996 includes the results of operations 
of TCM on the equity basis since control is deemed to be temporary, 
therefore, the financial statements for the nine months ended December 31, 
1995 have also been restated to report TCM on the equity basis.

EARNINGS PER SHARE

Earnings per share is calculated using the weighted average number of common 
and common equivalent shares outstanding, including stock options and 
warrants which have a dilutive effect.

NOTE 2 - BUSINESS COMBINATIONS AND CLOSURE:

Effective November 2, 1994, the Company acquired substantially all of the 
assets of International Tile & Supply Corp. ("International").  The Company, 
through its wholly owned subsidiary, Intile Designs of Los Angeles, Inc., 
purchased the assets of International by payment of cash at closing of 
$1,050,000 and the assumption of liabilities totaling $609,265.

Additionally, the Company agreed to pay to the allowed general unsecured 
creditors of International an amount equal to 10% of the net profits 
generated from the operations of the business acquired for a period of four 
years after the closing, with the maximum payments in aggregate totaling 
$100,000.  The funding of the cash at closing was accomplished through a 
private placement of debt totaling $1,000,000.  The Company issued a $650,000 
convertible subordinated note and a $350,000 short-

                                 Page 7 of 15

<PAGE>

term bridge note to Retail Associates Management Company, L.P. ("RAMCO").  
The transaction has been accounted for by the Company as a purchase and, 
accordingly, results of International have been included in the statement of 
income since November 2, 1994.

Due to recurring losses at International, its management closed all 
operations, including the three retail operations, effective January 24, 
1997.  The Company anticipates recording a charge against earnings from the 
closure of approximately $675,000 in the fourth quarter ending March 31, 
1997.  Although no determination has been made regarding the ultimate 
settlement of outstanding amounts owed suppliers and others by International, 
 Management believes that International does not have sufficient assets to 
satisfy its indebtedness to unsecured creditors.

Effective February 21, 1995, the Company acquired 100% of the common stock of 
TCM Holdings Corporation (TCM).  The Company acquired the stock of TCM from 
Retail Associates Management Company, Inc. in exchange for 322,138 shares of 
the Company's common stock.  The agreement provides for 120,000 shares to be 
placed in escrow for subsequent distribution after the final price adjustment 
is determined in accordance with the provisions of the agreement.  The 
Company currently estimates that all of the shares in escrow will be returned 
to the Company.

In conjunction with the acquisition of TCM, RAMCO converted its $650,000 
convertible subordinated note into 100,000 shares of the Company's common 
stock.  The transaction has been accounted for by the Company as a purchase 
and, accordingly, operating results of TCM have been included in the 
accompanying statement of income since February 21, 1995.

Due to recurring losses at TCM, TCM's management closed the retail operations 
effective August 3, 1995.  The Company recorded a charge against earnings 
from the closure of TCM of approximately $1,865,000 in the three quarters 
ended December 31, 1995.

Prior to the Company's acquisition of TCM, TCM had confirmed a Chapter 11 
Plan of Reorganization in December 1994.  Pursuant to the terms of the plan, 
all property was to vest in the reorganized entity emerging from bankruptcy.  
The bankruptcy estate of TCM remains in existence until the case is closed.  
In October 1995, the U.S. Trustee petitioned the bankruptcy court to convert 
TCM's Chapter 11 to a Chapter 7 case of the U.S. Bankruptcy Code.  On 
November 7, 1995, the U.S. Bankruptcy Court District of Massachusetts, 
Eastern Division ruled in favor of the motion, finding that there had been a 
material default by TCM with respect to the confirmed Plan of Reorganization 
and converted the case (#94-10762-WCH).  A Chapter 7 Trustee was appointed by 
the U.S. Trustee.

The Company believes that the liquidation value of the assets of TCM, as the 
reorganized entity, will be less than the value of the recorded liens against 
such assets, of which the Company is the primary lienholder.  Accordingly, 
the Company anticipates that the unsecured creditors under the confirmed 
plan, or otherwise, will not receive any proceeds from the Chapter 7 
liquidation. Management believes that, as a result of the liquidation, the 
Company will recover some previously recognized losses since certain 
liabilities which have been previously recorded are not anticipated to be 
paid by TCM's bankruptcy estate.  No amount of the anticipated recovery has 
been included in the Company's financial statements.

                                 Page 8 of 15

<PAGE>

Also, effective February 21, 1995, the Company acquired substantially all of 
the assets of the Orlando showroom (Orlando) of P&M Tile Inc. (P&M).  The 
Company acquired Orlando by a cash payment of $140,114 at closing and 
issuance of a noninterest-bearing note to P&M for $257,518 which was paid in 
full during the year ended March 31, 1996.

The transaction has been accounted for by the Company as a purchase and, 
accordingly, operating results of Orlando have been included in the 
accompanying statement of income since February 21, 1995.

NOTE 3 - CAPITALIZATION:

On August 5, 1996, the Board of Directors recommended and a majority of 
shareholders approved  a one-for-two reverse stock split.  Shareholders 
received one new share of the Company's common stock for each two shares they 
then held.  All references and related calculations to shares in this Form 
10-QSB have been adjusted to reflect the reverse split.

On August 13, 1996, the Company obtained 1) approval to complete the above 
noted transactions and 2) a forbearance agreement from its primary lending 
bank.  The forbearance agreement, signed September 24, 1996, restructured the 
covenants of which the Company was not in compliance, required the Company to 
remit $1,000,000 to the bank from the proceeds of the below discussed 
convertible subordinated debt, provides for additional borrowings up to 
$300,000 for standby letters of credit, requires additional payments on 
principal of $200,000 by December 1, 1996 and increases the interest rate to 
2 1/2% above prime rate.  The forbearance covers the term through the 
maturity date of January 20, 1997.  As of the date of this filing, the 
forbearance has not been extended beyond the original expiration date and the 
Company is in arrears on a portion of the accrued interest payments.  
Management of the Company and the bank's lending officer's have been in 
discussions to establish an orderly process of curing the Company's default 
on this agreement.  While no assurances can be given, management believes 
that the satisfaction of this obligation will ultimately be accomplished.

On August 23, 1996, the Company, through a Placement Agent Agreement with 
Coleman and Company Securities, Inc. (Coleman), sold to private investors 
$1,600,000 of Notes of which Mr. C. William Cox, President of the Company, 
purchased $100,000 of the Notes.  These Notes which mature on July 31, 1999 
are subordinated to the Company's line of credit with a bank, are convertible 
into the Company's common stock and bear interest at twelve (12) percent for 
the first six months.  The interest rate increases two (2) percent each six 
months up to a maximum of 18%.  The conversion rights are exercisable at 
$1.50 per share or 50% of any public offering price.  Additionally, the 
holders were issued warrants to purchase up to 800,000 shares of the 
Company's common stock at $.25 per share and Coleman was issued warrants to 
purchase up to 80,000 shares at the same price.  Coleman received for its 
services a fee of 10% of the proceeds of the placement and a non-accountable 
expense reimbursement of 3% of the proceeds of the placement.  Total costs of 
the placement were approximately $223,000 and the Company netted proceeds in 
the amount of $1,377,000.  Ehud D. Laska, a former Director of the Company is 
the Chairman of Coleman.  Mr. Laska resigned as a Director effective January 
20, 1997.

                                 Page 9 of 15

<PAGE>

NOTE 4 - SUBSEQUENT EVENTS:

On January 31, 1997, the Company entered into a Placement Agent Agreement 
with Coleman and Company Securities, Inc. ("Coleman"), to act as its 
exclusive placement agent in connection with the "best efforts" sale by the 
Company of up to 47 Units (the "Units") at a price of $50,000 per Unit.  Each 
Unit will consist of 150,000 shares of the Company's common stock, par value 
$0.0001 per share.  The use of the Placement proceeds will be determined by 
agreement between the Company and Coleman.  The Units will be offered by the 
Company through Coleman until February 28, 1997, unless extended to March 28, 
1997. Coleman will receive for its services a fee of 10% of the proceeds of 
the placement and a non-accountable expense reimbursement of 3% of the 
proceeds. As of the date of this filing, seven (7) Units have been sold and 
the Company has received a portion of the proceeds in the amount of $304,500. 
Mr. Ehud D. Laska, a former Director of the Company is the Chairman of 
Coleman.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND 
         RESULTS OF OPERATIONS

The discussion which follows summarizes the Company's financial position at 
December 31, 1996 and the results of its operations for the six-month period 
then ended, and should be read in conjunction with the summarized financial 
statements and notes thereto included elsewhere in this Form 10-QSB and the 
financial statements, notes thereto and other financial data included in the 
Company's Form 10-KSB for the year ended March 31, 1996.

GENERAL

Intile Designs, Inc. (the Company) is a direct importer, retailer and 
distributor of ceramic tile, marble and related home design products. 
Operating revenue is generated by the retail and wholesale sale of these 
products.  The Company has nine (9) showroom/warehouse facilities and three 
(3) retail showrooms in seven states.  The showrooms are located in Houston 
(2), Dallas, Austin, The Woodlands, Webster and Corpus Christi, Texas; 
Atlanta, Georgia; Orlando, Florida; Phoenix, Arizona; Anaheim, California and 
Denver, Colorado.

The Company seeks to expand its operations through acquisitions of companies 
with existing retail stores financed through an influx of capital from both 
private and secondary equity markets.

BUSINESS COMBINATIONS

INTERNATIONAL TILE & SUPPLY CORPORATION:  In November 1994, the Company 
acquired substantially all of the assets of International Tile & Supply 
(International), a 40 year old tile retailer located in  Los Angeles, 
California. The company paid approximately $1,350,000, which was the fair 
value of the assets acquired.  The acquisition was structured as a cash 
purchase.

Due to recurring losses at International, its management closed all 
operations, including the three retail operations, effective January 20, 
1997.  The Company anticipates recording a charge against earnings from the 
closure of approximately $675,000 in the fourth quarter ending March 31, 
1997.  Although no determination has been made regarding the ultimate 
settlement of outstanding amounts owed 

                                 Page 10 of 15

<PAGE>

suppliers and others by the Company,  management believes that the Company 
does not have sufficient assets to satisfy its indebtedness to unsecured 
creditors.

TCM HOLDINGS CORPORATION:  In February 1995, the Company acquired 100% of the 
common stock of TCM Holdings Corporation, a Massachusetts corporation which 
had been a debtor in possession in a bankruptcy filing in Massachusetts since 
February 1994 until a plan was approved in December 1994.The Company acquired 
the stock of TCM in exchange for 322,138 of the Company's common stock.  Due 
to recurring losses, the Company closed the retail operations of TCM in 
August 1995.

LIQUIDITY AND CAPITAL RESOURCES

Effective January 1995, the Company negotiated a new line of credit with a 
new bank which increased the Company's borrowing capacity to $6,000,000.  
Other significant changes to the terms include removal of any ceiling on 
inventory availability for the borrowing base and limitation of $1,000,000 on 
the personal guaranty of C. William Cox.  Under the existing agreement, 
borrowings exceeded the borrowing base by approximately $271,104 at December 
31, 1996, down from $952,000 at June 30, 1996.  The Company obtained a 
forbearance from the bank to relieve its non-monetary default of certain 
covenants which allowed the Company to return to compliance under 
restructured covenants (see Note 3). However, the forbearance has not been 
extended beyond January 20, 1997, the original expiration date, and the 
Company is in arrears of a portion of the accrued interest payments.  
Management of the Company and the bank's lending officer's have been in 
discussions to establish an orderly process of curing the Company's default 
on this agreement.  While no assurances can be given, management believes 
that the satisfaction of this obligation will ultimately be accomplished.

Proceeds from the Placement Agent Agreement (see NOTE 4 - Subsequent Events) 
has enabled the Company to maintain its payment schedule to meet vendor 
obligations.  Although the Company is not current with all of its vendors, it 
continues to receive product in an orderly process and is able to meet 
current demand.  Funds obtained through the private placement of debt (see 
Note 3) have helped alleviate problems with vendors.  Standby letters of 
credit have been issued on a limited basis.  Management is  continuing its 
pursuit of additional financing from equity and debt sources and Management 
believes that the proceeds from the Placement Agent Agreement, if successful, 
will enable the Company to satisfy its indebtedness to vendors and increase 
inventory in preparation of the first quarter, the start of the strongest 
selling season. Although Management is optimistic, there is no assurance that 
these efforts will be successful.

Borrowings under the line of credit with the primary lending bank remained 
$4,780,000 at December 31, 1996.  The company's cash position for the nine 
month period ending December 31, 1996 increased $96,206.  The increase is due 
in part to net cash provided by financing activities of $799,360, offset by 
cash used in operations of $228,992, which includes funds provided by the 
reduction of accounts receivable of $160,874 offset by the reduction of 
accounts payable of $127,023, and the purchase of fixed assets and the 
increase of other assets of $473,162.


                                 Page 11 of 15

<PAGE>

RESULTS OF OPERATIONS

The Company reported a net loss of $611,170 for the quarter ended December 
31, 1996 as compared to a net loss of $609,531 for the comparable quarter of 
the prior year.  For the nine month period ending December 31, 1996, the 
Company reported a loss of $384,760 as compared to a net loss of $3,117,850 
for the comparable periods ending December 31, 1995 .

Sales decreased approximately 8.6% from $3,877,841 to $3,543,476 for the 
three month period ending December 31, 1996 when compared to the same quarter 
of the prior year, while cost of goods sold decreased 7.1% from $2,441,256 to 
$2,268,736 for the same period.  As a result, the Company's gross profit fell 
during the current quarter 7.0% when compared to the prior comparable quarter 
from $2,441,256  (37.0%) to $2,268,736 (36.0%).

For the nine month period  ending December 31, 1996, sales decreased 
approximately 14.6% from $15,123,774 to $12,918,854 when compared to the same 
nine month period of the prior year, while cost of goods sold decreased 17.4% 
from $9,225,516 to $7,617,936 for the same period.  As a result, the 
Company's gross profit fell during the period 10.1% when compared to the 
prior comparable period from $5,898,258  (39.0%) to $5,300,918 (41.0%).

The decrease in revenues is primarily attributable to the continued softness 
in the building construction industry in the West Region of the Company.  The 
decrease in gross profit is likewise attributable to the decrease in revenues 
from the Company's West Region.

Selling and administrative expenses decreased approximately $184,282 (9.8%) 
and $935,397 (15.2%)  for the three month and nine month periods 
respectively, ending December 31, 1996, when compared to the same period of 
the prior year, primarily as a result of downsizing the International Tile 
operation, consolidation of one Houston location into the central warehouse 
and general reductions due to a smaller company with TCM closed and 
International Tile downsized.

Income from operations increased to a loss of $430,354 from $452,791 and 
increased to a profit of $69,338 from a loss of $268,719 for the quarter and 
three quarters ending December 31, 1996, respectively, as related to the 
comparable periods of the prior year.  These improvements were due in part to 
the reductions of payroll and related costs of $143,017 and $673,564 in the 
respective periods offsetting the reduced gross profit from lower revenues.

                                 Page 12 of 15

<PAGE>

                  PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

     Mr. Ehud D. Laska resigned as a Director of the Company effective 
January 20, 1997,.  Mr. Laska has been a director since 1993.  A replacement 
director has not been named as of the date of this filing and Mr. Laska's 
position remains vacant.

     Mr. George C. Siller, Jr. resigned as a Director of the Company 
effective February 4, 1997 ,.  Mr. Siller has been a director since July, 
1995.  Mr. Siller has remained with the Company serving as Vice 
President-General Manager. A replacement director has not been named as the 
date of this filing and Mr. Siller's position remains vacant.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 (a) Exhibits -
       27 - Financial Data Schedule

 (b)  Reports on Form 8-K - None


                                 Page 13 of 15

<PAGE>
                           SIGNATURES

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

                              Intile Designs, Inc.
                              ------------------------------------
                              (Registrant)



Date:  February 19, 1997      /s/ C. William Cox
                              ------------------------------------
                              C. William Cox
                              President
                              (Chief Financial and
                              Accounting Officer)

                                 Page 14 of 15


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of
Income found on pages 3 and 4 of the Company's form 10-QSB for the Year-to-date,
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                         166,984
<SECURITIES>                                         0
<RECEIVABLES>                                1,465,955
<ALLOWANCES>                                   205,869
<INVENTORY>                                  8,446,475
<CURRENT-ASSETS>                            10,182,918
<PP&E>                                       1,767,971
<DEPRECIATION>                               1,114,472
<TOTAL-ASSETS>                              11,279,158
<CURRENT-LIABILITIES>                        8,293,445
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           281
<OTHER-SE>                                   4,722,767
<TOTAL-LIABILITY-AND-EQUITY>                11,279,158
<SALES>                                     12,918,854
<TOTAL-REVENUES>                            12,918,854
<CGS>                                        7,617,936
<TOTAL-COSTS>                               13,330,110
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                               101,521
<INTEREST-EXPENSE>                             480,594
<INCOME-PRETAX>                              (384,760)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (384,760)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (384,760)
<EPS-PRIMARY>                                    (.14)
<EPS-DILUTED>                                    (.14)
        

</TABLE>


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