Instructivision Inc – ‘10-K/A’ for 9/30/96

As of:  Friday, 3/14/97   ·   For:  9/30/96   ·   Accession #:  770183-97-10   ·   File #:  0-14411

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Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            15     76K 
 2: EX-10       Material Contract                                      4     20K 

10-K/A   —   Amendment to Annual Report
Document Table of Contents

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[CAPTION]                                                                       
UNITED STATES               

SECURITIES AND EXCHANGE COMMISSION                

Washington, D.C. 20549                

FORM 10-K/A             

Annual Report Pursuant to Section 13 or 15(d) of                                
The Securities Exchange Act of 1934                                             

For the Fiscal Year Ended September 30, 1996                                    

Commission file Number     0-14411                                              

Instructivision, Inc.                     
-------------------------------------------------------                         
(Exact name of registrant as specified in its charter)                          

New Jersey                      22-2386359                        
-------------------------------      ------------------                         
(State or other jurisdiction of      (I.R.S. Employer                           
incorporation or organization)       Identification No.)                        

3 Regent Street, Livingston, NJ                07039                            
----------------------------------------     ----------                         
(Address of principal executive offices)     (Zip Code)                         

Registrant's telephone number, including area code:                             
(201) 992 9081                                                                  

Securities registered pursuant to Section 12(b) of the ACT:                     

Title of each Class:      Name of each exchange on which registered:            
--------------------      ------------------------------------------            
Common Stock                               none                                 

Securities registered pursuant to Section 12(b) of the ACT:                     

Common Stock $0.001 par value                                                   
-----------------------------                                                   
(Title of Class)                                                                

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This document contains certain forward-looking statements within      
the meaning of the Private Securities Litigation Reform Act of 1995.            
Statements made that are not historical facts are foreward-looking and,         
accordingly, involve risks and uncertainties that could cause actual            
results or outcomes to differ materially from those expressed in the            
forward-looking statements. Although such forward-looking statements            
have been based on reasonable assumptions, there is no assurance that           
the expected results will be achieved. Some of the factors that could           
cause actual results to differ materially include, but are not limited          
to the development of competing products by other publishers, the degree        
of acceptance by the educational market, and obsolescence due to changes        
in high school and college testing requirements and formats.                    

PART I                  

ITEM 1. BUSINESS                                                                
----------------                                                                
The Company                                                                     
------------                                                                    
Instructivision, Inc. (the "Company") develops and publishes a        
broad line of educational software and related workbooks, and                   
instructional video tapes.  Educational products, which accounted for           
41% of the Company's revenues, are principally sold to high schools             
in the United States. Education market products include test preparation        
material for college entrance and minimum basic skills for high school          
graduation.                                                                     

The Company currently published over 80 video titles on diverse       
topics such as discipline, cultural diversity, critical thinking                
skills, and learning styles.                                                    

The Company produces software and textbooks for other publishers      
under royalty agreements and/or fixed fee contracts. Royalties accounted for    
12% of revenues in 1996. Customers of the Company's educational programs        
include the National Association of Secondary School Principals (NASSP),        
the National Association of Elementary School Principals (NAESP),               
Educational Testing Service, and Steck-Vaughn Company.                          

The Company owns a video production studio and two post-production    
digital editing suites in which it creates video programs for schools and       
industry. Corporate customers utilize the Company's video services to           
create employee training videos, medical information, product introductions     
and infomercials. The Company specializes in creative services, script          
writing, on-location and in-studio taping, teleconferencing, audio              
recording, digital and analog editing, graphics, animation and duplication      
services.  Clients during the past fiscal year have included First Union        
Bank, Prime Hospitality, Chanel, Exxon, US Postal Service, Resorts USA,         
Merck, and others.                                                              

Background                                                                      
----------                                                                      
The Company, a New Jersey corporation, was established in             
November 1981 to develop and market multi-media educational products.           
The Company's catalog of school products include workbooks, computer            
software, and video programs principally for the high school market.            
These programs include SAT, ACT, and GED test preparation material, and         
programs for New Jersey, Florida and Louisiana State high school                
competency tests. The Company also provides seminars and video tapes for        
teachers on topics such as school violence, truancy, cultural diversity,        
and computer technology.                                                        

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The Company's video production was started in 1986 to produce         
instructional video tapes for its own distribution and to serve the             
corporate and advertising community in central New Jersey. Corporate            
video production sales now account for approximately 40% of the Company's       
revenues.                                                                       

Current Activities                                                              
------------------                                                              
1. Commercial video production                                                  

The Company's video production facility is being marketed to          
the business community in the central New Jersey area which includes            
Essex, Morris, Middlesex and Union Counties.  Typical customers are             
local merchants, advertising agencies, independent producers, human             
resource organizations and health care providers. The Company uses              
telephone directory advertising and telemarketing, and has recently             
hired a full-time sales manager to market its video production                  
services.                                                                       

The Company's full service video production facility consists of a      
studio, two broadcast quality editing suites, two VHS editing suites,           
computerized 3-D animation stand, remote location camera package and            
duplicating equipment. Revenues attributable to the Company's video             
production activities for the fiscal year ended September 30, 1996,             
were approximately $451,000.                                                    

Video production revenues for the fiscal year ended September 30, 1995          
were approximately $577,000.                                                    

2. Educational video tapes, software and workbooks:                             

The principal source of revenues from educational products during     
the fiscal year ended September 30, 1996 were as follows:                       

MASTERING THE GED, a new software package, was completed in April       
1996. Priced at less than $1,000, the product is being marketed to adult        
education facilities and libraries.                                             

The Company sells this product through its network of sales representatives     
and distributors. The Company has not entered into any material contracts       
for the marketing of 'Mastering the GED.' Sales for the five months ended       
September 30, 1996 were approximately $33,600 and are expected to increase      
in 1997 as a result of the advertising campaign which commenced at the end      
of fiscal 1996.                                                                 

HSPT and EWT SUCCESS consists of a series of software, textbooks and    
video tapes exclusively marketed to the New Jersey middle and high              
school market.                                                                  

When the State of New Jersey created a mandatory high school proficiency        
test (HSPT) as a high school graduation requirement in the mid-eighties,        
the Company was first in marketing test preparation software for Apple          
computers and workbooks. Over the past 10 years the company has added to        
the original 6 items additional 10 products specifically for the HSPT and       
EWT (Early Warning Test administered to all New Jersey 8th grade students).     
These products account for approximately 15% of revenues. These sales           
are made to a large number of separate customers and, therefore, no single      
purchaser of these products constitutes a significant customer of the           
Company. These products do not have any application outside the State of        
New Jersey.                                                                     

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SAT and ACT software and video products are sold nationally by the    
Company through local sales representatives, direct mail catalog sales          
and distributors.                                                               

Revenues from the sale of SAT and ACT software, books and video tapes           
during the fiscal year ended September 30, 1996, were approximately             
$97,000. In addition, the Company receives royalties from the NASSP on          
their net receipts from sale of these products. (See "Other revenues"           
on page 6).                                                                     

HSCT SUCCESS, software and textbooks, completed in October 1995, was  
designed to prepare students for the Florida minimum basic skills tests.        
These products are being distributed through Southern Media Systems, a          
marketing group based in Florida. Revenues from the sale of this product        
were approximately 7% of the Company's gross sales for the fiscal year          
ended September 30, 1996.                                                       

The High School Competency Test (HSCT) in Mathematics and Communication 
is a high school graduation requirement in the State of Florida. Although       
similar to the New Jersey proficiency tests, this program has no market         
outside the State of Florida.  Southern Media Systems, an independent           
marketing company with offices in Florida, signed an exclusive sales            
agreement with the Company in March 1995. Southern Media Systems receives       
a commission of 15% to 40% from sales of the Company's products in Florida.     

The INSERVICE VIDEO NETWORK, a collection of instructional tapes      
for middle and high school educators, is produced under a collaborative         
agreement with the NASSP. The Company's agreement with the NASSP                
requires it to pay royalties of 15% on annual net sales of the                  
product (gross sales less returns and royalties paid to the authors).           
The Company has published over 80 video tapes since 1986. The authors           
of the individual tapes receive a 5% to 12% royalties from the                  
sales of their respective tapes.                                                

Under the agreement entered into in 1987, and cancellable at any time           
by either party, the Company and the NASSP have the right to secure joint       
copyright protection for these products, which copyright will revert to         
the Company upon termination of the agreement. Royalties paid to NASSP          
and the individual authors in fiscal year 1996 were approximately $10,000.      

The VIDEO WORKSHOP is the trade name under which the Company            
produces and markets teacher training tapes for elementary school               
educators under an agreement with NAESP.  The Company has produced              
18 tapes in the series since 1992.  The NAESP receives a 15% to 20%             
royalty from the net sales of such tapes. The authors of the                    
individual tapes receive a 6% to 12% royalty from the net sale of               
their respective tapes.                                                         

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The Company has produced a video tape program entitled THE              
FROG: INSIDE-OUT, a two part 90 minute program which is being                   
marketed by the Company. The Company has a non-exclusive                        
distributor agreement with United Learning Company to sell the                  
video tapes. The Company has an exclusive distributor agreement                 
with Optical Data Corp. to publish the product on video disk.                   
The Company receives a royalty of 10% from the sale of the                      
program on video disk.                                                          

This product was completed in 1988. United Learning Co. purchases               
the tapes from the Company at a 50% discount off the retail price.              
Optical Data paid $3770 royalties in 1996 to the Company for use                
of the program in its Video Disk version.                                       

In 1993 the Company produced an eighteen lesson video course for        
students entitled SAT EDGE. The program is jointly owned by NASSP               
and the Company who share equally in the revenues from the program.             

The agreement entered into in 1995 stipulates that the Company purchases        
the units from NASSP's inventory at 50% of retail price. NASSP pays             
the Company a 50% royalty on its sales on an annual basis. The Company          
updates the video component as necessary at its own expense. The NASSP          
is reponsible for the cost of printing the textbook component of the            
units. Revenues earned for fiscal year 1996 by the Company were                 
approximately $34,000 from the sale of this product.                            

STUDY SKILLS FOR SUCCESS: A software program available for Apple,       
MS-DOS, and Macintosh computers, for students grades 8 through 12.              

The Company pays NASSP a royalty of 15% for marketing and use of its            
name on the product. Royalties paid were less than $1,000 in fiscal             
year ended September 1996.                                                      

The Company's other workbooks for improving basic math skills           
are: SRA IMPLEMENTATION KIT IN MATHEMATICS, KEY IT IN I and KEY                 
IT IN II.                                                                       

The Company is obligated to pay royalties to authors of some of         
the Company's products. Such royalties payable range from 5% to 10%.            

The Company's software is available for Apple, Macintosh,             
MS-DOS and Windows formats. Site licenses and networking rights give            
a school license to duplicate and network the program. The Company              
updates its various software products from time to time to be                   
compatible with software currently available in the marketplace.                

c) Other Revenues                                                               
-----------------                                                               

The Company receives a royalty of 1.5 to 3% from Steck-Vaughn         
Company as author of components of TEST BEST, a workbook series                 
published since 1991. Revenues from the product during the fiscal               
year ended September 30 1996 were approximately $86,000.                        

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SAT-1 EXCELLERATOR, ACT TEST EXCELLERATOR, and IMPROVING COLLEGE      
ADMISSION SCORES ON THE ACT: The Company receives a royalty of 15%              
on workbooks and 20% to 33% on software sold by the NASSP.  The Company         
also has a license to sell the programs. The NASSP receives a royalty           
of 15% to 20% from the sale of the programs by the Company.                     

During fiscal year ended September 30, 1996 the Company earned                  
approximately $42,000 royalties from these programs.                            

WORKLINK:  The Company developed a software program for Educational   
Testing Service which provides a database of students' records to link          
schools with prospective employers.  The Company receives a 5% royalty          
from the sale of the program and related material.                              

KNOWLEDGE NAVIGATORS. The Company offers consulting services on a     
variety of topics to schools for seminars and in-house training of              
teachers and administrators.                                                    

The Knowledge Navigator division was created in 1995 to supplement the          
video tapes sold under the Inservice Video Network label with live              
seminars and workshops for teachers. Knowledge Navigators contracts with        
educators on a per diem fee basis to provide in-school seminars on              
such topics as discipline, motivation, test preparation, computer               
literacy, cultural diversity,  etc. Through Knowledge Navigators, the           
Company offers school districts the ability to meet specific educational        
challenges by using the corporate models and strategies of outsourcing          
on an "as needed" basis.                                                        

New Product Development                                                         
-----------------------                                                         
The Company does not separately account for research and development    
costs but estimates that on average such costs are not a material               
portion of cost of sales.                                                       

The Company does not spend a material amount on customer-sponsored      
research activities relating to the development of new products, services       
or techniques or the improvement of existing products, services or              
techniques.  The costs for such research and product enhancements are           
expensed in the current fiscal year's cost of goods sold.                       

The Company's new projects under development are:                       

LEAP Success, a test preparation software package for students taking   
the Louisiana basic skills test.                                                

The mathematics portion of the program is expected to be completed in           
Spring 1997 and will be field tested by the Company's education con-            
sultant and in a school in Louisiana. The field testing is expected to          
take 6 - 8 weeks. The cost connected with the field testing is expected         
to be minimal.  The Company may in the future add a Reading/Writing             
component and workbooks to the LEAP Mathematics software.                       

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In 1997 the Company intends to add a new program to its successful      
HSPT series. A PRE-HSPT  in Math, Reading and Writing is scheduled to be        
produced to service 9th and 10th grade high school students prepare             
for the HSPT.                                                                   

The Company is developing a CD ROM version of the SAT EDGE program      
for students preparing for the SAT.  The product is scheduled to be             
completed by summer 1997.                                                       

New video titles to be produced for sale under the INSERVICE VIDEO      
WORKSHOP label: The Company has plans to produce three new video tapes          
to be completed in fiscal 1997.                                                 

Future Plans                                                                    
------------                                                                    
The Company intends to continue expanding its product lines, and to   
update existing software in step with new technological developments.           

The Company's video production facility offers competitive rates        
and is easily accessible to the central New Jersey business community.          
The Company has added a full-time sales manager to its staff to better          
compete in the advertising market of the region.                                

Marketing                                                                       
---------                                                                       
The Company has collaborated with the NASSP in the development        
of various programs and, as a result, has transferred several of the            
programs it has created to the NASSP for direct marketing to schools            
throughout the country. The NASSP, of which Dr. Thomas Koerner, a               
director of the Company, is Associate Executive Director, accounted for         
approximately 8% of the Company's sales during the fiscal year ended            
September 30, 1996 (see Item 13 hereof).                                        

The Company has also produced educational software under contract     
to other commercial publishers for fixed fees and/or advances against           
royalties, and royalties.  The Company has retained the broadcast and           
cable television rights to the video tapes it has produced.                     

The Company is marketing its educational and cultural video           
programs to educational institutions and publishers. The Company has            
granted Southern Media Systems exclusive marketing rights to the sale           
of HSCT, SAT, and ACT programs in the State of Florida.                         

The Company has agreements with the NASSP to share in the             
marketing of several of its educational programs. The Company receives          
a royalty of 15% to 50% from the sale of the programs. The NASSP                
receives a royalty of 15% to 50% from the Company's sale of those programs.     

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The Company employs three full-time commission salespersons in New    
Jersey.  The Company has agreements with independent sales representatives      
in Florida, Louisiana, Pennsylvania, Delaware, Maryland and the District        
of Columbia to sell its education products in those territories.  The           
Company also markets its products through mail-order distributors               
throughout the United States.  The Company pays commissions of 5% to            
50% to sales representatives and distributors on the sale of the Company's      
products.                                                                       

While a significant portion of the Company's sales is made to         
schools, the Company does not generally enter into long-term                    
contracts with such customers, but instead sells pursuant to specific           
orders with a short delivery schedule, or under a price quotation               
valid for no more than one year.  Therefore, a material portion of the          
Company's business is not subject to renegotiation of profits or                
termination of contracts at the election of the government.                     

Seasonality of the Business                                                     
---------------------------                                                     
Approximately 50% of the Company's educational product sales are      
realized during the fourth quarter of its fiscal year, when school              
districts make their purchasing decision for the following academic year.       
Approximately 40% of the Company's sales are made to schools. However,          
revenues from video production services have in the past not been               
significantly affected by season, thereby providing year-round cash flow        
for the Company.                                                                

Employees                                                                       
---------                                                                       
The Company had 8 full-time employees at September 30, 1996.          
The Company employs writers, freelance production crews and other               
support personnel as needed to assist in development of educational             
programs and its video production services.  Contracts for services             
of outside contractors are normally on a fee basis; however, some               
may receive a percentage of revenues as a royalty from the Company for          
their program participation.  This practice has allowed the Company             
to draw on part-time technical personnel and writers, while main-               
taining low overhead and employment costs. The Company anticipates              
maintaining this employment approach in the next fiscal year.                   

The Company has no formal written employment contracts with its                 
employees, with the exception of the contract with its president,               
Rosemary Comras.  The Company considers its relationship with its               
employees as good and does not believe that the departure of any                
employee would have a material negative effect on the business.                 

Copyrights and Trademarks                                                       
-------------------------                                                       
The Company has applied for copyrights for certain of its programs    
and software documentation related to these programs. However the               
granting of copyright protection cannot prevent the unauthorized copying        
of the Company's products. Where applicable, the Company utilizes non-          
disclosure and confidentiality agreements and other contractual                 

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arrangements with customers, consultants, employees and others.  While          
the enforceability of such agreements cannot be assured, the Company            
believes that they provide a deterrent to the use of information which          
may be proprietary to the Company, and in the event of any breach of            
such agreements, the Company intends to take appropriate legal action.          
There can be no assurance that competitors with substantially greater           
financial resources will not develop similar products outside the               
protection of any copyright that may be granted to the Company.                 
Management believes that the competitive position of the Company depends        
primarily on the creative ability and technical competence of its               
personnel and that its business will not be materially dependent                
on copyright protection.                                                        

Copyright application dates for the major products of the Company are           
SAT EDGE 1995, FROG INSIDE OUT 1988, HSPT SUCCESS 1992, SAT EXCELLERATOR        
1995, ACT EXCELLERATOR 1995, and Mastering the GED 1996.                        

The Company markets a portion of its products under the Company's     
name of Instructivision.  The Company has been denied trademark                 
protection by the U.S. Patent and Trademark Office for this name because,       
in the view of the examiners, the Company's name is not easily                  
distinguishable from a registered trademark belonging to a Canadian firm.       
The Company does not believe that the absence of trademark protection           
for its name will cause any marketing difficulties for its products.            
Nevertheless, the Company cannot rule out the possibility of having the         
use of its name challenged and/or having to change its name. The Company        
may not have the resources to successfully defend an infringement action.       
Should the Company be required to change its name or adopt another name         
for marketing purposes, the cost of such change or adoption is presently        
undeterminable.                                                                 

The Company markets some of its video programs under the trade        
name INSERVICE VIDEO NETWORK, VIDEO WORKSHOP and KNOWLEDGE NAVIGATORS.          

Backlog                                                                         
-------                                                                         
The Company's sales backlog at September 30, 1996 consisted of          
contractual video production obligations to be filled over the next 90          
days of approximately $80,000.  Orders for existing computer software           
and books are currently processed and shipped within 3 to 15 days.              

Competition                                                                     
-----------                                                                     
Several of the Company's competitors have greater financial           
resources, more extensive business experience and greater software              
and video program production development, manufacturing, marketing,             
and servicing capabilities than the Company. There already is a large           
number of software programs directed at preparing students for test             
taking on the market.                                                           

The Company also competes with other video production companies       
producing commercials and instructional video programs. The Company             
plans to continue competing in the multimedia educational market on             
the basis of its previous experience in developing test preparation             
software and video tapes and on its management's experience as                  
professional educators, attuned to the needs of the education sector.           

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PART II                 

ITEM 7. Management's Discussion and Analysis of Financial Condition             
and Results of Operation.                                       
-------------------------------------------------------------------             

On August 2, 1996, the Company's founder and CEO, Jay Comras, died.   
In September, the Board of Directors unanimously elected Rosemary Comras        
as Company president. Ms. Comras previously served as Vice President and        
Controller of the Company.                                                      

For the fiscal year ended September 30, 1996, the Company's net       
sales were $1,138,171 compared to $1,224,282 for 1995 and $1,253,011            
in 1994.  Revenues declined 7% over the previous year. Loss of income           
from consulting activities by the Company's former CEO, Jay Comras affected     
sales. Mr. Comras had been active in the marketing of the Company's             
products and providing consulting services for fees to educational              
organizations until his illness in February. The Company has commenced          
a major reorganizing effort to expand its network of sales re-                  
presentatives in New Jersey and other states. Advertisements in national        
trade publications and direct catalog mailings to schools throughout the        
country are expected to boost sales in the coming fiscal year.                  

Revenues from video production services have decreased from $577,451  
in 1995 to $451,560 in 1996 due primarily to loss of business from one          
video customer. Revenues from video production activities accounted for 44%     
of the Company's revenues in 1996. In 1995 video revenues were 53% of total     
sales, up from 45% in 1994.                                                     

Sales of educational products showed a slight increase over the       
previous fiscal year, due to the Company's marketing activities in Florida.     
In October 1995, the Company introduced new high school competency              
software and workbook to prepare high school students for the State             
mandated basic skills test.                                                     

 The Company received a payment of $1,000,000 of life insurance proceeds
upon the death of Jay Comras. The funds were held in an interest bearing        
account on September 30, 1996.                                                  

The Company plans to invest the proceeds in short term government notes         
and stock and equity funds for use as future operating capital.                 

The Company reduced its inventory in fiscal 1996 by 30% from 1995.    
Inventory consisted principally of textbooks and video tapes held for           
sale. Over the same period capitalized software increased from $114,804 to      
$196,528 due to completion of the Company's new products Mastering the          
GED software and the HSCT Series for the Florida school market.                 

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The Company experienced an increase of cost of goods of 7% or $53,000 
in fiscal 1996 over the prior year on lower revenues. Higher maintenance        
costs and depreciation expenses in connection with the video and computer       
equipment impacted on the Company's operating costs.                            

The Company reported a net loss of 10% from operations before extra-  
ordinary items for the year ended September 30, 1996, compared to a net         
gain of 2% in 1995 and a net gain of 12% in 1994.                               

The Company experienced no significant change in the level of         
accounts receivables and accounts payables at fiscal year end compared          
to the previous two years. Accounts receivables were $296,728, $316,759         
and $338,892 respectively for fiscal years ending September 1996, 1995          
and 1994.                                                                       

At September 30, 1996, the Company had working capital in the       
amount of $1,342,113, principally as a result of receipt of insurance           
proceeds on the life of Jay Comras in the amount of $1,000,000.                 

Management believes the Company has sufficient funds to meet its      
operating requirements for the comming year.                                    

ITEM 11.  Executive Compensation                                                
--------------------------------                                                
The following table sets forth information concerning the com-        
pensation paid to Jay Comras, the Company's Chairman of the Board,              
President, and Chief Executive Officer, during each of the last three           
fiscal years. There are no executive officers of the Company for whom           
total annual salary and bonus exceeds $100,000.                                 

                                                                [Download Table]

                                    Annual Compensation                  
                 Fiscal   Salary    Bonus     Other          All Other   
                 year                     Compensation(1) Compensation(2)
-------------    ------  ---------  ------- ------------- ---------------
                                                                         
Jay Comras,       1994     $73,533  $ ---     $  500       $    10,880   
Chairman of the   1995      77,825    ---        500            11,700   
Board, President  1996(3)   45,000   4,850       300             6,500   

and CEO                                                                  

(1) Compensation consisted of personal use of a Company-owned automobile        

which amounted to less than either $50,000 or 10% of the total annual           
salary and bonus.                                                               

(2) Compensation consisted of premiums paid on a life insurance policy          
covering Mr. Comras, the proceeds of which were payable to beneficiaries        
designated by him.                                                              
(3) Compensation through Aug 2,1996                                             

The Company has a three year employment agreement with Rosemary       
Comras, President and Secretary/Treasurer of the Company, which                 
commenced September 1, 1996, for an annual salary of $75,000, which             
increases to $78,500 on September 1, 1997, and $83,000 on September 1,          
1998 . In addition Ms. Comras receives a bonus of 2.5% of the                   
Company's net profit before taxes.                                              

The Company may, in the future, offer disability insurance,           
reimbursement of medical expenses and such other benefits as may be             
authorized by the Board of Directors.  Presently, all full-time employees       
are eligible to receive Company paid health and dental insurance                
premiums. No retirement, pension, profit sharing, or other similar              
program has been adopted by the Company.  No surviving warrants or stock        
options have been granted to any officer, director or other employee of         
the Company. However, such benefits may be adopted or options granted in        
the future, if they are authorized by the Board of Directors.                   

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Key Man Insurance                                                               
-----------------                                                               
The Company obtained a "key man" term life insurance policy on the    
life of Jay Comras, Chairman of the Board, President and Chief                  
Executive Officer of the Company, in the amount of $1,000,000.  Upon his        
death on August 2, 1996 the proceeds were paid to the Company.                  

Compensation Committee Interlocks and Insider Participation                     
-----------------------------------------------------------                     
As directors of the Company, Jay Comras and Rosemary Comras           
participated in deliberations of the Board of Directors concerning              
executive officer compensation.  The Board of Directors has no                  
compensation committee or other committee performing equivalent                 
functions.                                                                      

Dr. Thomas Koerner is a director of the Company. Dr. Koerner is       
also Associate Executive Director of the NASSP, a customer of the               
Company. During the fiscal years ended September 30, 1996 and 1995, the         
Company derived revenues of approximately $95,000 and $100,000,                 
respectively, from sales and consulting services to the NASSP.                  

Compensation of Directors                                                       
-------------------------                                                       
Outside directors receive $250 for each board meeting attended        
and are reimbursed for the reasonable out-of-pocket expenses incurred           
by them in connection with the performance of their services as                 
directors.                                                                      

ITEM 12.  Security ownership of certain beneficial owners and Management        
------------------------------------------------------------------------        
The following table sets forth certain information regarding the      
beneficial ownership of the Company's Common Stock as of the date hereof        
by (i) each person who is known by the Company to own beneficially more         
than 5% of the Company's outstanding Common Stock; (ii) each of the             
Company's officers and directors; and (iii) officers and directors of the       
Company as a group:                                                             

                                                                [Download Table]
Name and address of    Amount and Nature of        Percentage of      
Beneficial Owner       Beneficial Ownership        Ownership          
-------------------    --------------------        -------------      
                                                                      
Rosemary Comras               1,100,000                33%            
14 Tilden Drive                                                       
East Hanover NJ                                                       

Rosemary Comras                 975,000                29%            
ITF Kevin Comras and                                                  
Joann Doniloski (1)                                                   

Thomas F. Koerner                   ---                 --            
Tumbletree Way                                                        
Reston VA                                                             

Marcus C. Ruger                     ---                 --            
3131 South Vaughn Way                                                 
Aurora CO                                                             

David Sousa                       6,000                 --            
729 Belvidere Avenue                                                  
Plainfield NJ                                                         
--------------------------------------------------------------        
All officers and directors                                            
as a group (5 persons)        2,081,000                 62%           

(1) Kevin Comras and Joann Doniloski are adult children of the late   
Jay Comras and received beneficial interest, while Rosemary Comras    
received voting powers. The trust agreement under which Rosemary      
Comras exercises voting power regarding the 975,000 shares terminates 
at the earlier of either her remarriage, or on 8/2/2004, at which time
the stock passes to such children.                                    


Page 12                                                                         

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ITEM 14. Exhibits, Financial Statements, Schedules and Reports on               
Form 10-K                                                     
-----------------------------------------------------------------               

(a) 1. Financial Statements                                                     
2. Schedules                                                            
(b) Reports on Form 8-K                                                         
none                                                                    
(c) Exhibits required by Item 601(b) of Regulation 5-K:                         

1.1   Form of Common Stock  (A)                                                 
1.2   Form of Warrant Agreement (August 1985) (B)                               
1.2A  Amendment No. 1 to Warrant Agreement with Amended Warrant                 
annexed, October 1, 1986 (D)                                        
1.2B  Amendment No. 2 to Warrant Agreement with Amended Warrant                 
annexed (H)                                                         
1.2C  Amendment No. 3 to Warrant Agreement with Amended Warrant                 
annexed (J)                                                         
1.2D  Amendment No. 4 to Warrant Agreement with Amended Warrant                 
annexed (K)                                                         
1.2E  Amendment No. 5 to Warrant Agreement with Amended Warrant                 
annexed (L)                                                         
1.3   Form of Selling Agreement (August 1985) (B)                               
1.4   Form of Agreement among Underwriters (April 1985) (B)                     
1.5.  Form of Representative's Stock Purchase Options (August 1985)(B)          
1.6   Selling Security Holder's Options (August 1985) (H)                       
3.1   Certificate of Incorporation of the Registrant (November 10, 81)(A)       
3.2   Certificate of Amendment to the Certificate of Incorporation              
January 16 1985 (A)                                                 
3.3   Certificate of change to the Certificate of Incorporation                 
March 18 1985  (A)                                                  
3.4   By-Laws of the Registrant (A)                                             
10.2  Contract of Employment with Rosemary Comras (March 1985) (A)              
10.2a Renewal of Employment Contract with Rosemary Comras (August 1991) (O)     
10.2b Renewal of Employment Contract with Rosemary Comras (September 4,1996     
(P)                                                                 
10.3  Memorandum of Agreement with the NASSP (March 1982) (A)                   
10.4  Memorandum of Agreement with the NASSP and CBS Software                   
dated November 1983 (A)                                             
10.5  Memorandum of Agrement with the NASSP (Achievment Tests                   
October 1984)(A)                                                    
10.6  Agreement with Research for Better Schools October 1984 (A)               
10.6a Renewal of agreement with Research for Better Schools                     
September 1986 (D)                                                  
10.7  Memorandum of Agreement with the NASSP (ACT Preparation                   
Program November 1983 (A)                                           
10.8  Agreement with Peterson's Guides Inc.  June 1984 (A)                      
10.9  Agreement with Hayden Software  January 1985 (A)                          
10.10 Assignment of income from Jay Comras to Instructivision                   
August 1985 (B)                                                     
10.11  intentionally omitted                                                    
10.12  intentionally omitted                                                    
10.13  Loan Document with Howard Savings Bank (D)                               
10.14  Letter Agreement (April 2, 1986 with NASSP (D)                           

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10.16  Lease for 3 Regent Street, Livingston NJ dated March 15,1986 (F)         
10.16a Amendment to Lease January 1987 (G)                                      
10.16b Amendment No. 2 to Lease  August 1994 (O)                                
10.17  Release from Hayden Software Company August 1986(F)                      
10.18  intentionally omitted                                                    
10.19  intentionally omitted                                                    
10.20  Loan Agreement with Principal stockholder  (December 1987) (J)           
10.21  Agreement with NASSP for Inservice Video Network (February 1988) (K)     
10.22  Agreement with NASSP re ACT preparation Programs (September 1988) (M)    

(A)    Incorporated by reference, filed with the initial filing of              
the Company's Registration Statements, File No. 2-98176-NY on     
or about June 4, 1985                                             
(B)    Incorporated by reference, filed with Pre-Effective Amendment            
No. 2 of the Company's Registration Statement, File No.           
2-98176-NY on or about July 18 1985                               
(C)    Incorporated by Reference, filed with form 8-K, dated                    
August 12, 1986                                                   
(D)    Filed with Post-Effective Amendment  No. 1 to the Company's              
Registration Statement, File No. 2-98176-NY on October 1, 1986    
(E)    Incorporated by Reference, filed with Form 8-K, dated August             
12, 1986                                                          
(F)    Filed with Post-Effective Amendment No. 1 on October 1, 1986             
(G)    Incorporated by Reference, filed with Form 10-K on January 13,           
1987                                                              
(H)    Filed with Post-Effective Amendment No. 3 on March 9, 1987               
(I)    Filed with Post-Effective Amendment No. 4 on July 13, 1987               
(J)    Filed with 10-K on January 8, 1988                                       
(K)    Filed with Post-Effective Amendment No. 6 on April 1, 1988               
(L)    Filed with Post-Effective amendment No. 7 on July 12, 1988               
(M)    Filed with Form 10-K on December 29, 1988                                
(N)    Filed with Form 10-K on December 29, 1990                                
(O)    Filed with Form 10-K on December 28, 1994                                
(P)    Filed with Form 10-K/A                                                   

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SIGNATURES                

Pursuant to the requirement of the Securities Exchange Act of         
1934, the registrant has duly cause this report to be signed on its             
behalf by the undersigned thereunto duly authorized.                            

           INSTRUCTIVISION, INC.
Registrant

       s/Rosemary Comras
       -----------------
December 30, 1996                  Rosemary Comras, President                   
                     (Principal Executive, Financial
             and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934,  
this report has been signed by the following persons on behalf of the           
Registrant in the capacities and on the dates indicated:                        

Signature          Title and Capacity                  Date                     
----------------   ------------------                  --------                 

s/Rosemary Comras                                                               
-----------------                                                               
Rosemary Comras    President, Secretary/Treasurer      12/30/96                 

s/Thomas Koerner                                                                
----------------                                                                
Thomas F.Koerner   Director                            12/30/96                 

s/Marcus Ruger                                                                  
--------------                                                                  
Marcus Ruger       Director                            12/30/96                 

s/David Sousa                                                                   
-------------                                                                   
David Sousa        Director                            12/30/96                 

Page 15                                                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K/A’ Filing		Date		First		Last			Other Filings
		9/1/98		11
		9/1/97		11
Filed on:		3/14/97
		12/30/96		15					8-K/A
For Period End:		9/30/96		1		12			10-K,  DEF 14C
		9/1/96		11
		8/2/96		10		12
		9/30/95		3		12			10-K,  DEF 14C
		12/28/94		14
									List all Filings