SOUND SOURCE INTERACTIVE INC /DE/
10QSB, 1997-02-07
PREPACKAGED SOFTWARE
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<PAGE>

                       U.S. SECURITIES AND EXCHANGE COMMISSION
                                 WASHINGTON, DC 20549
                                           
                                     FORM 10-QSB
                                           
(Mark One)

  XXX    Quarterly report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934

For the quarterly period ended  December 31, 1996
                               --------------------

    Transition report under Section 13 or 15 (d) of the Exchange Act

For the transition period from __________ to __________

Commission file number  0-28604

SOUND SOURCE INTERACTIVE, INC.
- ------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)

              DELAWARE                                    95-426046
    (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)

2985 E. HILLCREST DRIVE, SUITE A, WESTLAKE VILLAGE, CALIFORNIA 91362
- --------------------------------------------------------------------
(Address of Principal Executive Offices)

(805) 494-9996
- --------------
(Issuer's Telephone Number, Including Area Code)

- --------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, If Changed
Since Last Report)

    Check whether the issuer: (1) filed all reports required to be file 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 ___XXX____  No ___________

    The number of shares outstanding of the issuer's common stock as of 
January 22, 1996 was  4,403,099
                     -----------

    Transitional Small Business Disclosure Format (check one):

                             Yes _________  No ___XXX____

<PAGE>
                                           
                                           
                    SOUND SOURCE INTERACTIVE, INC. AND SUBSIDIARY
                          FOR THE THREE MONTH PERIODS ENDED
                              DECEMBER 31, 1996 AND 1995
                                           
                                        INDEX
                                           
                                                                  Page No.
                                                                  --------

PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

Condensed Consolidated Balance Sheet - December 31, 1996             3

Condensed Consolidated Statements of Operations - Three month
  periods ended December 31, 1996 and 1995, and the six month
  periods ended December 31, 1996 and 1995                           4

Condensed Consolidated Statements of Cash Flows - Six month
  periods ended December 31, 1996 and 1995                           6

Notes to the Condensed Consolidated Financial Statements             8

ITEM 2.  Management's Discussion and Analysis of Financial
  Condition and Results of Operations                               10

Outlook                                                             13

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings                                          14

ITEM 5.  Other Information                                          14

ITEM 6.  Exhibits and Reports on Form 8-K                           14

Signature Page                                                      15
 
Financial Data Schedule                                             16

<PAGE>


                       PART I - FINANCIAL INFORMATION
                        ITEM 1.  FINANCIAL STATEMENTS
               SOUND SOURCE INTERACTIVE, INC. AND SUBSIDIARY
                    CONDENSED CONSOLIDATED BALANCE SHEET
                             DECEMBER 31, 1996


                                    ASSETS

Current Assets:
  Cash and cash equivalents                                      $1,687,433
  Accounts receivable - net                                       1,356,187
  Inventory - net                                                   313,545
  Prepaid royalties                                                 730,389
  Prepaid expenses                                                   72,717
                                                                 ----------

  Total current assets                                            4,160,271

  Property and equipment - net                                      398,922
                                                                 ----------

  TOTAL ASSETS                                                   $4,559,193
                                                                 ----------
                                                                 ----------


                    LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued expenses                          $  652,870
  Accrued compensation and related taxes                            227,992
  Accrued royalties                                                 686,905
  Current portion of capital lease obligations                       20,468
  Deferred revenues                                                  16,655
                                                                 ----------

  Total current liabilities                                       1,604,890
                                                                 ----------

  Capital lease obligations, net of current portion                   7,119
                                                                 ----------
Accrued compensation, net of current portion                        117,483
                                                                 ----------

Stockholder's Equity:
    Common stock - $.001 par value, 20,000,000 shares
    authorized, 4,377,824 shares issued and outstanding               4,378
    Warrants                                                      1,104,925
    Additional paid-in capital                                   13,249,586
    Accumulated deficit                                         (11,529,188)
                                                                -----------

Total stockholders' equity                                        2,829,701
                                                                -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 4,559,193
                                                                 ----------
                                                                 ----------

See notes to condensed consolidated financial statements.

                                       3
<PAGE>


                      SOUND SOURCE INTERACTIVE, INC.
              CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED DECEMBER 31,


                                                   1996             1995
                                                -----------     -----------
Net revenues                                    $ 1,510,389     $   624,418
Cost of sales                                       568,067         380,010
                                                -----------     -----------

Gross profit                                        942,322         244,408
                                                -----------     -----------

Operating costs and expenses:
  Marketing and sales                               413,049         376,778
  Compensation in connection with
    common stock and common stock
    options issued for services
    rendered                                         89,304 
  Other general and administrative                  664,030         758,874
  Research and development                          293,772         182,553
                                                -----------     -----------
Total operating costs and expenses                1,460,155       1,318,205

Operating loss                                     (517,833)     (1,073,797)

Other income (expense)                               24,747        (386,601)
                                                -----------     -----------

Loss before provision for income taxes             (493,086)     (1,460,398)

Provision for income taxes                              800             800
                                                -----------     -----------

Net loss                                        $  (493,886)    $(1,461,198)
                                                -----------     -----------
                                                -----------     -----------
Net loss per common share                       $     (0.11)    $     (0.78)
                                                -----------     -----------
                                                -----------     -----------

Weighted average number of common                     
  shares outstanding                              4,370,976       1,877,108
                                                -----------     -----------
                                                -----------     -----------

See notes to condensed consolidated financial statements.

                                          4 
<PAGE>


                            SOUND SOURCE INTERACTIVE, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        FOR THE SIX MONTHS ENDED DECEMBER 31,
                                           
                                           
                                                    1996            1995
                                                -----------     -----------
Net revenues                                    $ 2,430,246     $ 1,120,691
Cost of sales                                       953,002         682,510
                                                -----------     -----------

Gross profit                                      1,477,244         438,181
                                                -----------     -----------

Operating costs and expenses:
  Marketing and sales                               692,752         572,778
  Compensation in connection with
    common stock and common stock
    options issued for services
    rendered                                        178,607 
  Other general and administrative                1,014,853       1,208,838
  Research and development                          568,874         266,153
                                                -----------     -----------
Total operating costs and expenses                2,455,086       2,047,769

Operating loss                                     (977,842)     (1,609,588)
 
Other income (expense)                               37,007        (399,584)
                                                -----------     -----------

Loss before provision for income taxes             (940,835)     (2,009,172)

Provision for income taxes                              800           1,200
                                                -----------     -----------

Net loss                                        $  (941,635)    $(2,010,372)
                                                -----------     -----------
                                                -----------     -----------
Net loss per common share                       $     (0.22)    $     (1.08)
                                                -----------     -----------
                                                -----------     -----------

Weighted average number of common    
  shares outstanding                              4,318,096       1,868,145
                                                -----------     -----------
                                                -----------     -----------

See notes to condensed consolidated financial statements.

                                          5
<PAGE>


                   SOUND SOURCE INTERACTIVE, INC. AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     FOR THE SIX MONTH PERIODS ENDED DECEMBER 31,
                                           
                                                   1996            1995 
                                                -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                        $  (941,636)    $(2,010,372)
Adjustments to reconcile net loss to net cash                        
  used by operating activities:                       
    Depreciation and amortization                    44,453         282,169
    Allowance for sales returns                     144,420         407,310
    Allowance for bad debt reserves                                 (64,250)
    Allowance for inventories                         
    Common stock and common stock options                       
      issued for services rendered                  178,607
    Changes in operating assets and liabilities:                     
      Accounts receivable                          (587,103)       (687,511)
      Inventories                                   (50,887)       (306,912)
      Prepaid royalties                            (101,713)       (192,091)
      Prepaid expenses and other                    (43,953)       (104,222)
      Accounts payable and accrued expenses        (359,775)        210,384 
      Accrued compensation and related taxes        270,573        (190,353) 
      Accrued interest                             (367,695)        118,176 
      Commissions payable                                          (124,038) 
      Accrued royalties                             144,100        (105,389) 
      Deferred revenues                             (67,704)          2,000
                                                -----------     -----------

Net cash used by operating activities            (1,738,313)     (2,765,099)
                                                -----------     -----------

Cash flows from investing activities-                      
  Purchases of property and equipment              (266,308)        (81,152)
                                                -----------     -----------

Cash flows from financing activities:                      
  Proceeds from issuance of common stock          7,948,373      
  Proceeds from issuance of warrant                 341,575         263,350
  Repayment of notes payable                     (4,987,500)         
  Issuance of notes payable                                       4,987,500
  Repayment of notes payable to officer                             (13,500)
  Deferred offering costs                           620,904        (106,160)
  Deferred financing costs                                         (993,600)
  Payments on capital lease obligations             (13,283)        (12,562)
  Repayment of short term advance                  (400,000)
                                                -----------     -----------

Net cash provided by financing activities          3,510,069      4,125,028

Net change in cash and cash equivalents            1,505,448      1,278,777  
Cash and cash equivalents, beginning of period       181,985        213,730  
                                                -----------     -----------

Cash and cash equivalents, end of period        $ 1,687,433     $ 1,492,507
                                                -----------     -----------
                                                -----------     -----------

                                          6
<PAGE>


                    SOUND SOURCE INTERACTIVE, INC. AND SUBSIDIARY
             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                    FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 



                                                   1996            1995
                                                -----------     -----------

Supplement disclosure of cash flow information - 

  Cash paid during the period for:
    Interest                                    $   381,430     $    13,120
                                                -----------     -----------
                                                -----------     -----------
    Income taxes                                $         0     $     1,600
                                                -----------     -----------
                                                -----------     -----------

Supplemental disclosure of noncash investing
  and financing activities:

During the six-month period ended December 31, 1995, the Company purchased
property and equipment valued at $34,150 through the issuance of capital leases.

During the six-month period ended December 31, 1996, the Company issued
2,016,657 warrants in connection with the conversion of a note payable to
related party in the amount of $500,000 and accrued interest thereon in the
amount of $4,164.



See notes to condensed consolidated financial statements.


                                          7
<PAGE>

                    SOUND SOURCE INTERACTIVE, INC. AND SUBSIDIARY
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE SIX MONTH PERIODS ENDED DECEMBER 31, 1996 AND 1995
                                           
              
Note A - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have 
been prepared in accordance with the instructions to Form 10-QSB and 
therefore do not include all information and notes necessary for a fair 
presentation of financial position, results of operations, and cash flows in 
conformity with generally accepted accounting principles.  The unaudited 
condensed consolidated financial statements include the accounts of Sound 
Source Interactive, Inc. and its wholly-owned subsidiary (collectively 
referred to as the Company).  The operating results for interim periods are 
unaudited and are not necessarily an indication of the results to be expected 
for the full fiscal year.  In the opinion of management, the results of 
operations as reported for the interim period reflect all adjustments which 
are necessary for a fair presentation of operating results.

Note B - Initial Public Offering (IPO)

On July 1, 1996, the Company issued 2,400,000 shares of common stock at $4.00
per share and 1,200,000 redeemable warrants at $.25 per warrant.  Net proceeds
totalled $7,973,305, net of offering costs of $1,926,695.  On August 14, 1996,
the underwriters exercised a portion of their  overallotment  option, pursuant
to the underwriting agreement, which resulted in the Company issuing an
additional 160,000 shares of common stock at $4.00 per share and 171,775
redeemable warrants at $.25 per warrant.  Net proceeds totalled $594,161, net of
offering costs of $88,783.

Note C - Notes Payable and Notes Payable to Related Party

On July 7, 1996, in connection with the IPO, the Company repaid notes payable
issued during fiscal 1996 aggregating $4,987,500 plus accrued interest of
$373,753.

On July 7, 1996, in connection with the IPO, the Company issued 2,016,657
redeemable warrants in connection with the conversion of a note payable to
related party of $500,000, plus accrued interest of $4,164.

Note D - Accounts Receivable and Short Term Advance

In June, 1995, the Company entered into a sales and distribution agreement with
a subsidiary of Acclaim Entertainment, Inc. (Acclaim).  Under the terms of the
agreement, Acclaim was responsible for the distribution of the Company's
products on a world-wide basis to retail accounts.  Effective April 1, 1996,
such agreement was terminated.  

In July, 1996, Acclaim submitted certain information to the Company together
with payment of $256,067 and a promissory note with a principal amount of
$256,067, maturing August 26, 1996 and bearing interest at 10% per annum.  Such
represented the balances of all amounts due to the Company under the
distribution agreement, as determined by Acclaim.  Included in the information
provided by Acclaim, it was noted that the Company was not obligated to repay a
short-term advance totaling $400,000 previously made by Acclaim to the Company. 
On August 28, 1996, the Company received $256,067 plus accrued interest of
$2,175 pursuant to the terms of the promissory note.  As of December 31, 1996,
the Company has recorded additional amounts which it believes are due from
Acclaim.  Such amounts are fully reserved, due to disputes and discrepancies in
the information as reported by Acclaim.
                                          8
<PAGE>


   As of December 31, 1996, $706,497 of the accounts receivable balance is 
due from Simon & Schuster Interactive Distribution Services (SSIDS).  SSIDS 
is the consumer software distribution unit of Simon & Schuster, Inc., the 
publishing operations of Viacom, Inc.  Pursuant to a distribution agreement 
between the Company and SSIDS, SSIDS will provide distribution, warehousing 
and order fulfillment services for all of the Company's products throughout 
the United States and Canada.

Note E - Cash and Cash Equivalents

The Company invests all excess cash in working capital asset management accounts
with Merrill Lynch and Company.   All such amounts are 100% federally insured at
all times.



                                          9
<PAGE>


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

Three Months Ended December 31, 1996 Compared to the Three Months Ended 
December 31, 1995

Net Sales.  Net sales increased by 141.9 percent from $624,418 for the three
months ended December 31, 1995 to $1,510,389 for the three months ended December
31, 1996.  This increase is primarily attributable to increased distribution by
the Company's North American distributor, Simon and Schuster Interactive
Distribution Services, Inc. (SSIDS), sales by the Company to its foreign
distributors, and other direct sales in North America.  Sales to international
distributors for the three months ended December 31, 1996 were approximately
$419,268, as compared to no international sales during the same period in 1995. 
Sales to SSIDS for the three month period ended December 31, 1996, were
approximately $706,034.  No sales during the comparable period in 1995 were to
SSIDS.

Cost of Sales.  Cost of sales increased by 49.5 percent from $380,010 for the
three months ended December 31, 1995 to $568,067 for the three months ended
December 31, 1996.  However, cost of sales as a percentage of sales decreased
from 60.9 percent to 37.6 percent during these respective periods.  The increase
in total cost of sales is due to the above noted 141.9 percent increase in net
revenues.  The decrease in cost of sales as a percentage of revenues is
primarily due to changes in product mix to higher priced items and the sale of
certain end of life inventory which had been previously written-off as
slow-moving.  Although the Company will attempt to continue to reduce cost of
sales as a percentage of revenues, it does not believe that the gross margin
earned during the three months ended December 31, 1996 is indicative of future
periods.  This is primarily due to the Company's belief that it has
substantially sold, as of December 31, 1996, all inventory which had been
previously written-off as slow-moving.

Marketing and Sales.  Marketing and sales expenses increased by 9.6 percent from
$376,778 for the three months ended December 31, 1995 to $413,049 for the three
months ended December 31, 1996, and decreased as a percentage of sales from 60.3
percent to 27.3 percent, respectively.  The change in dollar amount is
principally related to increased marketing and sales efforts to support new
product releases during the quarter and increased salaries due to additional
sales personnel.  The decrease as a percentage of sales is due to the above
noted 141.9 percent increase in sales, particularily international sales for
which a smaller percentage of marketing effort is required by the Company as
many of those functions are primarily performed by the individual distributors.

Research and Development.  Research and Development costs increased 60.9 percent
from $182,553 during the three months ended December 31, 1995 to $293,772 for
the three months ended December 31, 1996, and decreased as a percentage of sales
from 29.2 percent to 19.5 percent, respectively.  The increase in costs is
primarily associated with (i) the Company hiring programmers to bring product
development in-house, (ii) increased personnel and hardware/software costs
associated with the development of the Company's first interactive video game
and, (iii) the enhancement of its current product lines.  The Company
anticipates that Research and Development costs will continue to increase as the
Company hires additional personnel to support an increase in the number of
products under development and to perform all development activities internally.


                                          10
<PAGE>


  General and Administrative.  General and administrative expenses decreased 
by 12.5 percent from $758,874 during the three months ended December 31, 1995 
to $664,030 for the three months ended December 31, 1996, and decreased as a 
percentage of sales from 121.5 percent to 44.0 percent, respectively.  
Included in general and administrative expenses for the three months ended 
December 31, 1996 is a one-time charge of $329,644 related to the departure 
of the Company's former president/chief operating officer.  Additionally, 
during the three months ended December 31, 1996, the Company recorded 
increased expenses associated with being a publicly held company, principally 
printing, mailing and legal fees associated with the Company's annual report 
and stockholder meeting.  During the three months ended December 31, 1995, 
the Company recorded an allowance for doubtful accounts receivable from its 
former distributor, Acclaim Entertainment, Inc., in the amount of $409,810. 

Compensation in Connection with Common Stock and Common Stock Options Issued 
for Services Rendered.  Expenses recorded by the Company in connection with 
common stock and common stock options issued for services rendered amounted 
to $89,304 for the three months ended December 31, 1996 and relate to the 
vesting of common stock options issued during fiscal 1994.  No such expense 
was recorded in the three months ended December 31, 1995 as no vesting 
occurred during that quarter.

Six Months Ended December 31, 1996 Compared to the Six Months Ended December 
31, 1995

Net Sales.  Net sales increased by 116.9 percent from $1,120,691 for the six 
months ended December 31, 1995 to $2,430,246 for the six months ended 
December 31, 1996.  This increase is primarily attributable to increased 
distribution by the Company's North American distributor, Simon and Schuster 
Interactive Distribution Services, Inc. (SSIDS), sales by the Company to its 
foreign distributors and other direct sales in North America. Sales to 
international distributors for the six months ended December 31, 1996 were 
approximately $435,131, as compared to no international sales during the same 
period in 1995. Sales to SSIDS for the six month period ended December 31, 
1996, were approximately $1,525,907.  No sales during the comparable period 
in 1995 were to SSIDS.  During the six months ended December 31, 1995, the 
Company recorded sales to its former distributor, Acclaim Entertainment, 
Inc., in the amount of $819,619.

Cost of Sales.  Cost of sales increased by 39.6 percent from $682,510 for the 
six months ended December 31, 1995 to $953,002 for the six months ended 
December 31, 1996.  However, cost of sales as a percentage of sales decreased 
from 60.9 percent to 39.2 percent during these respective periods.  The 
increase in total cost of sales is due to the above noted 116.9 percent 
increase in net revenues. The decrease in cost of sales as a percentage of 
revenues is primarily due to changes in product mix to higher priced items 
and the sale of certain end-of-life inventory which had been previously 
written-off as slow-moving. During the six months ended December 31, 1995, 
the Company recorded reserves related to guaranteed royalties and slow-moving 
inventories which also resulted in the higher percentage of cost of sales.

Marketing and Sales.  Marketing and sales expenses increase by 20.9 percent 
from $572,778 for the six months ended December 31, 1995 to $692,752 for the 
six months ended December 31, 1996, and decreased as a percentage of sales 
from 51.1 percent to 28.5 percent, respectively.  The change in dollar amount 
is principally related to increased marketing and sales efforts to support 
new product releases during the six month period and increased salaries due 
to additional sales personnel.  The decrease as a percentage of sales is due 
to the above noted 116.9 percent increase in sales, particularly 
international sales for which a smaller percentage of marketing effort is 
required by the Company as many of those functions are primarily performed by 
the individual distributors.  

                                          11
<PAGE>

Research and Development.  Research and Development costs increased 113.7 
percent from $266,153 during the six months ended December 31, 1995 to 
$568,874 for the six months ended December 31, 1996, and decreased as a 
percentage of sales from 23.7 percent to 23.4 percent, respectively.  The 
increase in costs is primarily associated with (i) the Company hiring 
programmers to bring all product development in-house, (ii) increased 
personnel and hardware/software costs associated with the development of the 
Company's first interactive video game and, (iii) the enhancement of its 
current product lines.  The Company anticipates that Research and Development 
costs will continue to increase as the Company hires additional personnel to 
support an increase in the number of products under development and to 
perform all development activities internally.

General and Administrative.  General and administrative expenses decreased by 
16.0 percent from $1,208,838 during the six months ended December 31, 1995 to 
$1,014,853 for the six months ended December 31, 1996, and decreased as a 
percentage of sales from 107.9 percent to 41.8 percent, respectively.  
Included in general and administrative expenses for the three months ended 
December 31, 1996 is a one-time charge of $329,644 related to the departure 
of the Company's former president/chief operating officer.  Additionally, 
during the three months ended December 31, 1996, the Company recorded 
increased expenses associated with being a publicly held company, principally 
printing, mailing and legal fees associated with the Company's annual report 
and stockholder meeting.  During the six month period ended December 31, 
1995, the Company recorded an allowance for doubtful accounts receivable from 
its former distributor, Acclaim Entertainment, Inc., in the amount of 
$409,810.

Compensation in Connection with Common Stock and Common Stock Options Issued 
for Services Rendered.  Expenses recorded by the Company in connection with 
common stock and common stock options issued for services rendered amounted 
to $178,607 for the six months ended December 31, 1996 and relate to the 
vesting of common stock options issued during fiscal 1994.  No such expense 
was recorded for the six month period ended December 31, 1995 as no vesting 
occurred during this period.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1996, the Company had working capital of $2,555,381 in 
comparison with ($5,373,974) at June 30, 1996, an increase of $7,929,355.  
Cash and cash equivalents increased $1,505,448 directly as a result of the 
Company's IPO on July 1, 1996.  Accounts receivable increased $442,683 due to 
increased sales of products to the Company's North American distributor, it's 
international distributors and other direct sales, partially off-set by the 
collection of $912,134 from Acclaim Entertainment, Inc.   

During the six months ended December 31, 1996, current liabilities decreased 
by $6,392,074, from $7,996,964 at June 30, 1996 to $1,604,890  at December 
31, 1996.  This decrease is primarily attributable to the repayment of notes 
payable, notes payable to related party and a short-term advance, as well as 
accrued interest thereon, aggregating $6,255,195 at June 30, 1996.  

The Company has experienced a significant increase in growth during the last 
six month period, as compared to the same period of time in the prior fiscal 
year. The Company continues to search for new opportunities to obtain 
licenses, develop and sell products, and to purchase products that are at or 
near completion of development.  Additionally, the Company is seeking new and 
innovative ways to deliver its products to consumers, some of which may 
require large up-front cash resources.  If the Company enters into agreements 
in such business opportunities in the future, the Company may require 
additional financing to fund its growth.

                                          12
<PAGE>


OUTLOOK

The condensed consolidated financial statements contained in this report on 
Form 10-QSB that are not purely historical are forward-looking statements 
within the meaning of Section 27A of the Securities Act of 1933 and Section 
21E of the Securities Exchange Act of 1934, including statements regarding 
the Company's expectations, hopes, intentions or strategies regarding the 
future. Forward-looking statements include, but are not limited to: 
statements regarding the Company's sales and future revenues, statements 
regarding future research and development costs and products, and statements 
regarding the future flexibility of the Company's cash reserves.  All 
forward-looking statements included in this document are based on information 
available to the Company on the date hereof, and the Company assumes no 
obligation to update any such forward-looking statement.  It is important to 
note that the Company's actual results could differ materially from those in 
such forward-looking statements. Among the factors that could cause actual 
results to differ materially are the factors detailed below.  Please consult 
the risk factors listed from time to time in the Company's reports on Form 
10-QSB and 10-KSB and Annual Reports to Stockholders.

Sound Source Interactive, Inc. does not provide forecasts of potential future 
financial performance.  While management of the Company is optimistic about 
the Company's long-term prospects, the following issues and uncertainties 
among others, should be considered in evaluating its growth outlook.

Technological Developments.  The personal computer software industry is 
characterized by rapid technological advancement and the uncertainty of new 
breakthroughs and developments in emerging areas such as the Internet.

Distribution Channels.  Traditional retail distribution channels have been 
experiencing a major restructuring and are fostering the development of 
alternative distribution outlets.

Licensed Properties.  There is a risk factor inherent in any venture 
involving licensed properties.  Not every licensed product is guaranteed 
success; only the software consumer can ultimately determine the outcome. 
Additionally, there is no guarantee that the Company can obtain future 
licenses of either the quality or the quantity necessary for the Company to 
reach its goals.

Product Ship Schedules.  Delays in product ship schedules can cause problems 
with product fulfillment, revenue recognition and retailer orders.

Research and Development.  Research and development costs can very 
significantly depending on the products currently in development and 
potential products the Company may choose to develop.

Consumer Preferences.  Consumers ultimately determine the success of software 
products.  Not every product will be a hit and residual inventory may exist 
depending on actual sell through.

                                          13
<PAGE>


                             PART II - OTHER INFORMATION
                                           
ITEM 1.  LEGAL PROCEEDINGS

The Company and its officers and directors are, and in the future may be, 
involved in suits and actions incidental to the Company's business.  The 
Company does not believe that the resolution of any of the current suits or 
actions will result in any material adverse effect on the financial condition 
or operations of the Company.

On December 13, 1996, the Company filed suit in Superior Court for the County 
of Los Angeles, California, against its former distributor, Acclaim 
Entertainment, Inc. seeking compensatory damages of at least $2,124,259 and 
consequential damages of at least $20,000,000 arising out of Acclaim's 
alleged breach of its exclusive distribution agreement with the Company and 
other related matters.

ITEM 5.  OTHER INFORMATION

On February 3, 1997, the members of the Board of Directors of the Company 
elected Robert S. Burke, principal with Robertson, Stephens & Company,  to 
fill a vacancy on the Board of Directors. 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits

Exhibit No.             Description of Exhibit

    27                  Financial Data Schedule, filed herewith

(b)  Reports on Form 8-K

None.



                                          14
                                           
<PAGE>
                                      SIGNATURES
                                           
       In accordance with the requirements of the Securities Exchange Act, 
the Registrant caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

SOUND SOURCE INTERACTIVE, INC.


By: /s/Vincent J. Bitetti                             Date:  February 7, 1997
    ---------------------------------                        ----------------
Vincent J. Bitetti
Chairman and Chief Executive Officer
(Principal Executive Officer)


By: /s/Ulrich E. Gottschling                          Date:  February 7, 1997
    ---------------------------------                        ----------------
Ulrich E. Gottschling
Chief Financial Officer, Treasurer and 
Corporate Secretary
(Chief Financial Officer)


                                  15

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-START>                              OCT-1-1996
<PERIOD-END>                               DEC-31-1996
<CASH>                                       1,687,433
<SECURITIES>                                         0
<RECEIVABLES>                                2,204,568
<ALLOWANCES>                                 (848,381)
<INVENTORY>                                    313,545
<CURRENT-ASSETS>                             4,160,271
<PP&E>                                         573,329
<DEPRECIATION>                               (174,407)
<TOTAL-ASSETS>                               4,559,193
<CURRENT-LIABILITIES>                        1,604,890
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         4,378
<OTHER-SE>                                   2,825,323
<TOTAL-LIABILITY-AND-EQUITY>                 4,559,193
<SALES>                                      1,510,389
<TOTAL-REVENUES>                             1,510,389
<CGS>                                          568,067
<TOTAL-COSTS>                                2,028,222
<OTHER-EXPENSES>                              (24,747)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,518
<INCOME-PRETAX>                              (493,086)
<INCOME-TAX>                                       800
<INCOME-CONTINUING>                          (493,886)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 (493,886)
<EPS-PRIMARY>                                   (0.11)
<EPS-DILUTED>                                   (0.11)
        

</TABLE>


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