---

---

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

---

FORM 10-QSB

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended July 31, 2000
or

|/ / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------

For the transition prior from  to

Commission File No. 021245

---

Image Systems Corporation(Exact Name of Small Business Issuer as Specified in its Charter)

Minnesota(State or Other Jurisdiction of Incorporation or Organization)

41-1620497(IRS Employer Identification No.)6103 Blue Circle Drive, Minnetonka, Minnesota 55343(Address of Principal Executive Offices)


(952) 935-1171(Issuer's Telephone Number, Including Area Code)

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

As
of September 1, 2000, there were 4,452,597 shares of Common Stock, no par value per share, outstanding.

---

---

---

## 

Part 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

IMAGE SYSTEMS CORPORATION       BALANCE SHEETS

|                                         |                                                                                           | July 31, 2000              |         | April 30, 2000 |          
|---------------------------------------- | ----------------------------------------------------------------------------------------- | -------------------------- | ------- | -------------- | ---------
|
|ASSETS                                   |                                                                                           |                            |         |                |          
|CURRENT ASSETS:                          |                                                                                           |                            |         |                |          
|                                         | Cash                                                                                      |                            | $       | 306,827        |          
|                                         | Accounts Receivable, Net                                                                  |                            |         | 460,569        |          
|                                         | Inventory                                                                                 |                            |         | 1,710,915      |          
|                                         | Prepaid Expenses                                                                          |                            |         | 33,327         |          
|                                         | Income Taxes Receivable                                                                   |                            |         | 65,657         |          
|                                         | Deferred Tax Asset                                                                        |                            |         | 177,025        |          
|                                         |                                                                                           |                            |         |                |          
|                                         |                                                                                           | Total Current Assets       |         |                | 2,754,320
|                                         |                                                                                           |                            |         |                |          
|PROPERTY AND EQUIPMENT:                  |                                                                                           |                            |         |                |          
|                                         | Land                                                                                      |                            |         | 396,043        |          
|                                         | Building                                                                                  |                            |         | 1,310,062      |          
|                                         | Furniture and Fixtures                                                                    |                            |         | 249,024        |          
|                                         | Production Equipment                                                                      |                            |         | 342,144        |          
|                                         | Less Accumulated Depreciation                                                             |                            |         | (552,077       | )        
|                                         |                                                                                           |                            |         |                |          
|                                         |                                                                                           | Net Property and Equipment |         |                | 1,745,196
|                                         |                                                                                           |                            |         |                |          
|LONG TERM ASSET                          |                                                                                           |                            |         |                |          
|                                         | Deferred Income Taxes                                                                     |                            |         | 63,700         |          
|                                         |                                                                                           |                            |         |                |          
|                                         | Total Assets                                                                              |                            | $       | 4,563,216      |          
|                                         |                                                                                           |                            |         |                |          
|LIABILITIES AND STOCKHOLDERS' INVESTMENT |                                                                                           |                            |         |                |          
|CURRENT LIABILITIES:                     |                                                                                           |                            |         |                |          
|                                         | Accounts Payable                                                                          |                            | $       | 372,771        |          
|                                         | Accrued Liabilities                                                                       |                            |         | 384,314        |          
|                                         | Current Maturities of Long-Term Debt                                                      |                            |         | 107,845        |          
|                                         |                                                                                           |                            |         |                |          
|                                         |                                                                                           | Total Current Liabilities  |         |                | 864,930  
|LONG-TERM DEBT                           |                                                                                           |                            | 220,083 |                |          
|                                         |                                                                                           |                            |         |                |          
|                                         |                                                                                           | Total Liabilities          |         |                | 1,085,013
|                                         |                                                                                           |                            |         |                |          
|STOCKHOLDERS' INVESTMENT:                |                                                                                           |                            |         |                |          
|                                         | Undesignated Stock, 5,000,000 Shares Authorized; No Shares Issued or Outstanding          |                            |         |               |          
|                                         | Common Stock, No Par Value, 5,000,000 Shares Authorized, 4,452,597 Issued and Outstanding |                            |         | 1,104,289      |          
|                                         | Retained Earnings                                                                         |                            |         | 2,373,914      |          
|                                         |                                                                                           |                            |         |                |          
|                                         | Total Stockholders' Investment                                                            |                            |         | 3,478,203      |          
|                                         |                                                                                           |                            |         |                |          
|                                         | Total Liabilities and Stockholders' Investment                                            |                            | $       | 4,563,216      |          
|                                         |                                                                                           |                            |         |                |          

See
Accompanying Notes To Financial Statements

2

---

IMAGE SYSTEMS CORPORATION       STATEMENT OF OPERATIONS  (Unaudited)

|                                            |                                | For the First Quarter Ended |          
|------------------------------------------- | ------------------------------ | --------------------------- | ---------
|
|NET SALES                                   |                                | $                           | 1,180,282
|COST OF PRODUCTS SOLD                       |                                |                             | 973,114  
|                                            |                                |                             |          
|                                            | Gross Profit                   |                             |          
|                                            |                                |                             |          
|OPERATING EXPENSES                          |                                |                             |          
|                                            | Product Development            |                             |          
|                                            | Selling                        |                             |          
|                                            | Administrative                 |                             |          
|                                            |                                |                             |          
|                                            |                                | Total Operating Expenses    |          
|                                            |                                |                             |          
|                                            | Operating (Loss)               |                             |          
|INTEREST INCOME                             |                                |                             | 4,858    
|INTEREST EXPENSE                            |                                |                             | (8,246   
|                                            |                                |                             |          
|                                            | Net (Loss) Before Income Taxes |                             |          
|BENEFIT FROM INCOME TAXES                   |                                |                             | 63,700   
|                                            |                                |                             |          
|NET (LOSS)                                  |                                | $                           | (191,127 
|                                            |                                |                             |          
|NET (LOSS) PER SHARE:                       |                                |                             |          
|                                            | Basic                          |                             | $        
|                                            |                                |                             |          
|                                            | Diluted                        |                             | $        
|                                            |                                |                             |          
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: |                                |                             |          
|                                            | Basic                          |                             |          
|                                            |                                |                             |          
|                                            | Diluted                        |                             |          
|                                            |                                |                             |          

See
Accompanying Notes To Financial Statements

3

---

## 

IMAGE SYSTEMS CORPORATION       STATEMENT OF CASH FLOWS  (Unaudited)

|                            |                                                                                   | For the Three Months Ended             |        
|--------------------------- | --------------------------------------------------------------------------------- | -------------------------------------- | -------
|
|OPERATING ACTIVITIES:       |                                                                                   |                                        |        
|                            | Net (Loss)                                                                        |                                        | $      
|                            | Adjustments to Reconcile Net (Loss) To Net Cash Provided by Operating Activities: |                                        |        
|                            |                                                                                   | Depreciation                           |        
|                            | Change in Operating Items:                                                        |                                        |        
|                            |                                                                                   | Accounts Receivable                    |        
|                            |                                                                                   | Inventory                              |        
|                            |                                                                                   | Prepaid Expenses                       |        
|                            |                                                                                   | Accounts Payable                       |        
|                            |                                                                                   | Accrued Expenses                       |        
|                            |                                                                                   | Income Taxes Payable                   |        
|                            |                                                                                   | Deferred Income Taxes                  |        
|                            |                                                                                   | Deferred Income                        |        
|                            |                                                                                   |                                        |        
|                            | Net Cash Provided by (Used for) Operating Activities                              |                                        |        
|                            |                                                                                   |                                        |        
|INVESTING ACTIVITIES        |                                                                                   |                                        |        
|                            | Furniture and Equipment Additions                                                 |                                        |        
|                            |                                                                                   |                                        |        
|                            |                                                                                   | Net Cash Used for Investing Activities |        
|                            |                                                                                   |                                        |        
|FINANCING ACTIVITIES:       |                                                                                   |                                        |        
|                            | Borrowings from Line of Credit                                                    |                                        |        
|                            | Repayments to Line of Credit                                                      |                                        |        
|                            | Repayments to Bank Real Estate Loan                                               |                                        |        
|                            |                                                                                   |                                        |        
|                            |                                                                                   | Net Cash Used for Financing Activities |        
|                            |                                                                                   |                                        |        
|                            |                                                                                   | Net Decrease in Cash                   |        
|CASH AT BEGINNING OF PERIOD |                                                                                   |                                        | 416,477
|                            |                                                                                   |                                        |        
|CASH AT END OF PERIOD       |                                                                                   | $                                      | 306,827
|                            |                                                                                   |                                        |        
|SUPPLEMENTAL DISCLOSURES    |                                                                                   |                                        |        
|                            | Interest Paid                                                                     |                                        | $      
|                            |                                                                                   |                                        |        
|                            | Taxes Paid                                                                        |                                        | $      
|                            |                                                                                   |                                        |        

See
Accompanying Notes To Financial Statements

4

---

## 

Item 1. FINANCIAL STATEMENTS

IMAGE SYSTEMS CORPORATION       NOTES TO FINANCIAL STATEMENTS       July 31, 2000 and July 31, 1999       (Unaudited)

1.  ORGANIZATION AND ACCOUNTING POLICIES:

The unaudited interim financial statements furnished herein reflect all adjustments which are, in the opinion of management, necessary for a fair statement of
the results for the interim periods presented. The operating results for the three months ended July 31, 2000 are not necessarily indicative of the operating results to be expected for the full
fiscal year. These statements should be read in conjunction with the Company's most recent audited financial statements dated April 30, 2000.

2.  EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted
earnings per common share is similar to the computation of basic earnings per share, except that the denominator is increased for the assumed exercise of dilutive options using the treasury stock
method. The denominator is not affected if there is a loss during the period. The components of the earnings per share denominator are as follows:

For the First Quarter EndingJuly 31, 2000

July 31, 1999Weighted Average Common Shares Outstanding for Basic Earnings Per Share

4,452,597

4,452,597Weighted Average Common Shares Issuable Under the Exercise of Options



Shares Used in Diluted Earnings Per Share

4,452,597

4,452,597


3.  INVENTORY

Breakdown of inventory is as follows:

For the First Quarter EndingJuly 31, 2000

July 31, 1999Finished Goods

$
136,827

$
273,111Work in Process


112,960


38,449Components


1,461,128


1,437,379Total Inventory

$
1,710,915

$
1,748,939


5

---

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

Certain statements contained herein are forward-looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934
that involve a number of risks and uncertainties. Such forward-looking information may be indicated by words such as will, may be, expects or anticipates. In addition to the factors discussed herein,
among the other factors that could cause actual results to differ materially are the following: business conditions and growth in the personal computer industry and the general economy; competitive
factors such as rival computer and peripheral product sellers and price pressures; availability of vendor products at reasonable prices; inventory risks due to shifts in market demand; and risks
presented from time to time in reports filed by the Company with the Securities and Exchange Commission, including but not limited to the annual report on Form 10KSB for the year ended
April 30, 2000.

The
Company was formed on September 1, 1988 to design, assemble and market high resolution monitors for use with computers.

RESULTS OF OPERATIONS

Three Months Ended July 31, 2000 Versus July 31, 1999

Net sales for the three months ended July 31, 2000 decreased $184,251 or 13.5% compared to the three months ended July 31, 1999. The primary
reason for the decrease is selling more lower priced monitors. To maintain and promote product visibility the Company displayed its monitors at four trade shows during June and August, 2000. The
Company anticipates that improved product lines will increase sales in future months.

Gross
profit decreased from $421,965 for the three months ended July 31, 1999 to $207,168 for the three months ended July 31, 2000. The decrease is due to sales of lower
margin monitors, the fixed effect of overhead expenses, and less efficient production levels.

For
the three months ended July 31, 2000 development and research expenses increased only $906 or 0.6% compared to the three months ended July 31, 1999.

Selling
expenses increased $18,431 or 10.4% from $177,014 for the three months ended July 31, 1999 to $195,445 for the three months ended July 31, 2000. Increased travel
and additional personnel expenses are the primary reasons for the increase.

Administrative
expenses increased from $116,421 for the three months ended July 31, 1999 to $119,953 for the three months ended July 31, 2000. The $3,532 or 3.0%
increase is due to additional wage expenses.

Interest
income increased $2,333 from $2,525 for the three months ended July 31, 1999 to $4,858 for the three months ended July 31, 2000. The increase is due to interest
earned from excess cash deposited into the government trust account.

Interest
expense decreased from $16,617 for the three months ended July 31, 1999 to $8,246 for the three months ended July 31, 2000. The decrease in the real estate bank
loan is the primary reason for the decrease.

The
benefit from income taxes increased from $5,618 for the three months ended July 31, 1999 to $63,700 for the three months ended July 31, 2000. The benefit from income
tax increase is due to the increased net loss before income taxes.

6

---

Liquidity and Capital Resources

Cash provided by operations totaled $86,691 for the three months ended July 31, 1999 compared to $82,888 used for operating activities for the three
months ended July 31, 2000. The decrease in cash flow of $169,579 is due primarily to the increase in net loss of $168,880. The total cash flow changes in depreciation and operating items are
primarily offset.

Cash
used for investing activities totaled $1,501 for the three months ended July 31, 2000 compared to no activity for the three months ended July 31, 1999.

Cash
used for financing activities decreased from $116,699 for the three months ended July 31, 1999 to $25,261 for the three months ended July 31, 2000. The decrease of
$91,438 is due primarily to a $100,000 principal payment to the bank real estate loan during July, 1999.

The
Company's primary source of liquidity on July 31, 2000 is cash of $306,827 and the bank line of credit. The bank line of credit was renewed for $500,000 on
October 29, 1999 for one year. In addition, the Company has the option to utilize a second mortgage for $1,000,000 on the real estate loan. The Company believes that cash, cash from operations,
the bank line of credit and existing bank loans are adequate to meet the anticipated short term liquidity and capital resource requirements of its business.

7

---

## 

Part. 2.

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

None.

Item 2. CHANGES IN SECURITIES

None

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

Form 8-K filed on July 20, 1999 for change in accountants.

SIGNATURE

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| |  | IMAGE SYSTEMS CORPORATION Registrant
| |  | ------------------------------------
| |  | By:                                 

Dated
September 1, 2000

8

---

## QuickLinks