content: SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM 10-Q
  
                 Quarterly Report Under Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
             January  31, 1996                          0-011228
           For the Quarter Ended                 Commission File Number:
  
                            SYSTEMS ASSURANCE CORPORATION
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                        02-0337028
  (State or other jurisdiction                           (I.R.S. Employer
        of incorporation                                 Identification No.)
        or organization)
  
                    18 West King Street, Malvern, PA 19355 19355
                 (Address of principal executive offices) (zip code)
  
                                   (610) 647 -7840
                 Registrant's telephone number including area code:
  
  
  Indicate by check mark whether the Registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the Registrant was
  required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.
  
                          Yes __X__           No ____
  
  Indicate the number of shares outstanding of each of the issuer's classes of
  common stock, as of the latest possible date.
  
  Class                                         Outstanding at March 13, 1996
  
  Common Stock,                                            24,418,454
  par value $.01 per share
  
  <PAGE>
                            SYSTEMS ASSURANCE CORPORATION
                                   BALANCE SHEETS
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                    January 31, 1996    October 31, 1995
  <S>                                                <C>                <C>
            ASSETS
  
  Current assets:
       Cash                                            $        132      $        382
       Income taxes refundable                                1,442             1,442
                                                       ------------      ------------
  
                 Total current assets                         1,574             1,824
                                                       ------------      ------------
  
                                                       $      1,574      $      1,824
                                                       ============      ============
  
  LIABILITIES AND CAPITAL DEFICIT
  
  Current liabilities:
       Accrued expenses                                $     19,000      $     19,000
       Advances from shareholders                            63,960            63,960
                                                       ------------      ------------
  
            Total current liabilities                        82,960            82,960
                                                       ------------      ------------
  
  Capital deficit:
       Common stock, par value $.01 per share;
         authorized 30,000,000 shares; outstanding
         24,418,454 shares                                  244,185           244,185
       Additional paid-in capital                         9,786,233         9,786,233
       Deficit                                          (10,111,804)      (10,111,554)
  
            Total capital deficit                           (81,386)          (81,136)
                                                       ------------      ------------
  
                                                       $      1,574      $      1,824
                                                       ============      ============
  </TABLE>
  
  
  
      The accompanying notes are an integral part of the financial statements.
  
  <PAGE>
  
                            SYSTEMS ASSURANCE CORPORATION
                              STATEMENTS OF OPERATIONS
                 Three-Month Periods Ended January 31, 1996 and 1995
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                  1996           1995
  
  <S>                                          <C>            <C>     
  Revenues                                     $     --       $     --
  General and administrative expenses                 250           --
                                               ----------     ----------
  
  Income (loss) before provision for
    income taxes                                     (250)          --
  
  Provision (credit) for income taxes                --             --
                                               ----------     ----------
  
  Net income (loss)                            $     --      $     --
                                               ==========     ==========
  
  Income (loss) per common share:
       Extraordinary income                    $     --       $     --
                                               ==========     ==========
       Net income (loss)                       $     --       $     --
                                               ==========     ==========
  
  Weighted average number of common shares     24,418,454     23,118,454
                                               ==========     ==========
  </TABLE>
  
  
      The accompanying notes are an integral part of the financial statements.
  
  <PAGE>
  
                            SYSTEMS ASSURANCE CORPORATION
                            STATEMENTS OF CAPITAL DEFICIT
                     Twelve-month Period Ended October 31, 1995
                  and the Three-Month Period Ended January 31, 1996
                                     (Unaudited)
  
  <TABLE>
  <CAPTION>
                                                                          Additional                              Total
                                         Number             Par            Paid-in                               Capital
                                       of Shares           Value           Capital            Deficit            Deficit
  <S>                                 <C>            <C>                <C>               <C>              <C>  
  Balance, October 31, 1994            23,118,454      $    231,185      $  9,798,983      $(10,077,753)     $    (47,585)
       Issuance of common shares        1,300,000            13,000           (12,750)                                250
       Net loss                                                                                 (33,801)          (33,801)
                                       ----------      ------------      ------------      ------------      ------------ 
  
  Balance, October 31, 1995            24,418,454           244,185         9,786,233       (10,111,554)          (81,136)
       Net loss                                                                                    (250)             (250)
                                       ----------      ------------      ------------      ------------      ------------ 
  
  Balance, January 31, 1996            24,418,454      $    244,185      $  9,786,233      $(10,111,804)     $    (81,386)
                                       ==========      ============      ============      ============      ============ 
  </TABLE>
  
  
      The accompanying notes are an integral part of the financial statements.
  
  <PAGE>
  
  
                            SYSTEMS ASSURANCE CORPORATION
                              STATEMENTS OF CASH FLOWS
                 Three-Month Periods Ended January 31, 1996 and 1995
                                     (Unaudited)
  
  
                                             1996       1995
  
  Cash flows from operating activities:
       Net income (loss)                    $(250)     $  --
                                            -----      -------
  
  Net cash provided (used) by operating
    activities                              $(250)        --
                                            -----      -------
  
  Net increase (decrease) in cash           $(250)        --
  Cash at beginning of year                   382         --
                                            -----      -------
  
  Cash at end of year                       $ 132      $  --
                                            =====      =======
  
  
      The accompanying notes are an integral part of the financial statements.
  
  <PAGE>
  
                            SYSTEMS ASSURANCE CORPORATION
                            NOTES TO FINANCIAL STATEMENTS
  
  1.   Basis of Presentation
  
       The accompanying financial statements included herein have been prepared by
       the Company, without audit, pursuant to the rules and regulations of the
       Securities and Exchange Commission. Certain information normally included
       in footnote disclosures in financial statements prepared in accordance with
       generally accepted accounting principles has been condensed or omitted
       pursuant to such rules and regulations, although the Company believes that
       the disclosures are adequate to make the information presented not
       misleading. It is suggested that these condensed financial statements be
       read in conjunction with the financial statements and the notes thereto
       included in the Company's latest annual report on Form 10-K for the year
       ended October 31, 1995.
  
  2.   Net Income Per Share
  
       Net income per share of Common Stock is computed by dividing net income by
       the weighted average number of shares of Common Stock and Common Stock
       Equivalents, if dilutive, outstanding during the year.
  
  3.   Restatement - Correction of Errors
  
       Certain liabilities of the Company have been determined to have exceeded
       various applicable states statutes of limitations. These liabilities should
       have been written off by the Company in the years in which the statutes
       were determined to have expired. The Company has corrected this error and,
       accordingly, has restated its statements of capital deficit through October
       31, 1994 as noted in the Company's annual report on Form 10-K for the year
       ended October 31, 1995.
  
       Additionally, during 1991, a majority shareholder forgave certain
       indebtedness of the Company amounting to $825,242 which was previously
       reflected as extraordinary income in 1991. The financial statements have
       been adjusted to reflect this transaction as a contribution to capital.
  
  
  
  <PAGE>
  
  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF OPERATIONS
  
  Results of Operations
  
  During the three months ended January 31, 1996 the Company had no principal
  business activity. The company had no revenues and had operating expenses of
  $250. The Company is presently seeking investment opportunities but has not yet
  entered into any substantive negotiations.
  
  Financial Condition and Liquidity
  
  The Company has suffered recurring losses, has no current expectations of
  revenue and has a capital deficit. Although management intends to seek funding
  for normal operating expenses and is presently seeking investment opportunities,
  it is not certain that such opportunities or funding will become available, or
  if available, that it will be on acceptable terms.
  
  General
  
  The Company has completed its review of the legal status of previously reported
  liabilities. The purpose of the review was to determine whether any or all of
  the liabilities are no longer enforceable under the statutes of the particular
  states involved. See Note 3 to the accompanying financial statements for a
  discussion of the results of that review. The Annual Report on Form 10-K for the
  year ended October 31, 1995 was filed with the appropriate restatements of
  previously reported liabilities and was audited by independent certified public
  accountants whose opinion is included therein and which opinion covers the
  financial statements as of and for the years ended October 31, 1995 and 1994.
  
  
  <PAGE>
  
                             PART II - OTHER INFORMATION
  
  
  Item 1.  LEGAL PROCEEDINGS
  
  The Company is the defendant in an action brought in Massachusetts Superior
  Court, County of Suffolk, by McDevitt Recruitment Advertisement, Inc. The
  complaint was served in December 1986 and alleges a breach of an oral warranty
  of fitness for a particular purpose of a computer system sold to plaintiff in
  1982, which allegedly never performed properly. Plaintiff seeks damages of
  $30,000. The Company believes that it is not liable for any damages; however, in
  order to save the cost of potential litigation, has offered a settlement in the
  amount of $1,000 to attorneys for the plaintiff which it believes is sufficient
  to settle this case. At this date, the attorneys have not been able to locate
  plaintiff.
  
  The Company, in conjunction with its research regarding the various statutes of
  limitations, also pursued the current status of any legal proceedings previously
  reported as having been brought against the Company. The Company has determined
  that, except for the matter discussed above, it is not probable that any of the
  previously reported legal proceedings will have a materially adverse effect on
  the Company.
  
  
  <PAGE>
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  
  
                                                     SYSTEMS ASSURANCE CORPORATION
                                                                      (Registrant)
  
  
  
  
  Date:    March 13, 1996              By:  /s/ William E. Chipman, Sr.
                                            --------------------------------------
                                            WILLIAM E. CHIPMAN, SR.,
                                            PRESIDENT AND CHAIRMAN
  
  
  
  
  Date:    March 13, 1996              By:  /s/ Thomas R. Petree
                                            --------------------------------------
                                            THOMAS R. PETREE, TREASURER
                                            AND DIRECTOR
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metadata_filer: {"company-data": {"conformed-name": "SYSTEMS ASSURANCE CORP /DE/", "cik": "0000705581", "assigned-sic": "7372", "irs-number": "020337028", "state-of-incorporation": "DE", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-11228", "film-number": "96534297"}, "business-address": {"street1": "18 WEST KING STREET", "city": "MALVERN", "state": "PA", "zip": "19355", "phone": "2158852150"}, "mail-address": {"street1": "18 WEST KING STREET", "city": "MALVERN", "state": "PA", "zip": "19355"}, "former-company": [{"former-conformed-name": "UNIDATA SYSTEMS INC", "date-changed": "19840323"}, {"former-conformed-name": "EZ DATA SYSTEMS INC", "date-changed": "19821103"}]}
text: SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM 10-Q
  
                 Quarterly Report Under Section 13 or 15(d) of the
                          Securities Exchange Act of 1934
  
             January  31, 1996                          0-011228
           For the Quarter Ended                 Commission File Number:
  
                            SYSTEMS ASSURANCE CORPORATION
               (Exact name of registrant as specified in its charter)
  
            DELAWARE                                        02-0337028
  (State or other jurisdiction                           (I.R.S. Employer
        of incorporation                                 Identification No.)
        or organization)
  
                    18 West King Street, Malvern, PA 19355 19355
                 (Address of principal executive offices) (zip code)
  
                                   (610) 647 -7840
                 Registrant's telephone number including area code:
  
  Indicate by check mark whether the Registrant (1) has filed all reports required
  to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the Registrant was
  required to file such reports), and (2) has been subject to such filing
  requirements for the past 90 days.
  
                          Yes __X__           No ____
  
  Indicate the number of shares outstanding of each of the issuer's classes of
  common stock, as of the latest possible date.
  
  Class                                         Outstanding at March 13, 1996
  
  Common Stock,                                            24,418,454
  par value $.01 per share
  SYSTEMS ASSURANCE CORPORATION
                                   BALANCE SHEETS
                                     (Unaudited)
  January 31, 1996    October 31, 1995
  ASSETS
  
  Current assets:
       Cash                                            $        132      $        382
       Income taxes refundable                                1,442             1,442
                                                       ------------      ------------
  
                 Total current assets                         1,574             1,824
                                                       ------------      ------------
  
                                                       $      1,574      $      1,824
                                                       ============      ============
  
  LIABILITIES AND CAPITAL DEFICIT
  
  Current liabilities:
       Accrued expenses                                $     19,000      $     19,000
       Advances from shareholders                            63,960            63,960
                                                       ------------      ------------
  
            Total current liabilities                        82,960            82,960
                                                       ------------      ------------
  
  Capital deficit:
       Common stock, par value $.01 per share;
         authorized 30,000,000 shares; outstanding
         24,418,454 shares                                  244,185           244,185
       Additional paid-in capital                         9,786,233         9,786,233
       Deficit                                          (10,111,804)      (10,111,554)
  
            Total capital deficit                           (81,386)          (81,136)
                                                       ------------      ------------
  
                                                       $      1,574      $      1,824
                                                       ============      ============
  The accompanying notes are an integral part of the financial statements.
  SYSTEMS ASSURANCE CORPORATION
                              STATEMENTS OF OPERATIONS
                 Three-Month Periods Ended January 31, 1996 and 1995
                                     (Unaudited)
  1996           1995
  Revenues                                     $     --       $     --
  General and administrative expenses                 250           --
                                               ----------     ----------
  
  Income (loss) before provision for
    income taxes                                     (250)          --
  
  Provision (credit) for income taxes                --             --
                                               ----------     ----------
  
  Net income (loss)                            $     --      $     --
                                               ==========     ==========
  
  Income (loss) per common share:
       Extraordinary income                    $     --       $     --
                                               ==========     ==========
       Net income (loss)                       $     --       $     --
                                               ==========     ==========
  
  Weighted average number of common shares     24,418,454     23,118,454
                                               ==========     ==========
  The accompanying notes are an integral part of the financial statements.
  SYSTEMS ASSURANCE CORPORATION
                            STATEMENTS OF CAPITAL DEFICIT
                     Twelve-month Period Ended October 31, 1995
                  and the Three-Month Period Ended January 31, 1996
                                     (Unaudited)
  Additional                              Total
                                         Number             Par            Paid-in                               Capital
                                       of Shares           Value           Capital            Deficit            Deficit
  Balance, October 31, 1994            23,118,454      $    231,185      $  9,798,983      $(10,077,753)     $    (47,585)
       Issuance of common shares        1,300,000            13,000           (12,750)                                250
       Net loss                                                                                 (33,801)          (33,801)
                                       ----------      ------------      ------------      ------------      ------------ 
  
  Balance, October 31, 1995            24,418,454           244,185         9,786,233       (10,111,554)          (81,136)
       Net loss                                                                                    (250)             (250)
                                       ----------      ------------      ------------      ------------      ------------ 
  
  Balance, January 31, 1996            24,418,454      $    244,185      $  9,786,233      $(10,111,804)     $    (81,386)
                                       ==========      ============      ============      ============      ============
  The accompanying notes are an integral part of the financial statements.
  SYSTEMS ASSURANCE CORPORATION
                              STATEMENTS OF CASH FLOWS
                 Three-Month Periods Ended January 31, 1996 and 1995
                                     (Unaudited)
  
                                             1996       1995
  
  Cash flows from operating activities:
       Net income (loss)                    $(250)     $  --
                                            -----      -------
  
  Net cash provided (used) by operating
    activities                              $(250)        --
                                            -----      -------
  
  Net increase (decrease) in cash           $(250)        --
  Cash at beginning of year                   382         --
                                            -----      -------
  
  Cash at end of year                       $ 132      $  --
                                            =====      =======
  
      The accompanying notes are an integral part of the financial statements.
  SYSTEMS ASSURANCE CORPORATION
                            NOTES TO FINANCIAL STATEMENTS
  
  1.   Basis of Presentation
  
       The accompanying financial statements included herein have been prepared by
       the Company, without audit, pursuant to the rules and regulations of the
       Securities and Exchange Commission. Certain information normally included
       in footnote disclosures in financial statements prepared in accordance with
       generally accepted accounting principles has been condensed or omitted
       pursuant to such rules and regulations, although the Company believes that
       the disclosures are adequate to make the information presented not
       misleading. It is suggested that these condensed financial statements be
       read in conjunction with the financial statements and the notes thereto
       included in the Company's latest annual report on Form 10-K for the year
       ended October 31, 1995.
  
  2.   Net Income Per Share
  
       Net income per share of Common Stock is computed by dividing net income by
       the weighted average number of shares of Common Stock and Common Stock
       Equivalents, if dilutive, outstanding during the year.
  
  3.   Restatement - Correction of Errors
  
       Certain liabilities of the Company have been determined to have exceeded
       various applicable states statutes of limitations. These liabilities should
       have been written off by the Company in the years in which the statutes
       were determined to have expired. The Company has corrected this error and,
       accordingly, has restated its statements of capital deficit through October
       31, 1994 as noted in the Company's annual report on Form 10-K for the year
       ended October 31, 1995.
  
       Additionally, during 1991, a majority shareholder forgave certain
       indebtedness of the Company amounting to $825,242 which was previously
       reflected as extraordinary income in 1991. The financial statements have
       been adjusted to reflect this transaction as a contribution to capital.
  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF OPERATIONS
  
  Results of Operations
  
  During the three months ended January 31, 1996 the Company had no principal
  business activity. The company had no revenues and had operating expenses of
  $250. The Company is presently seeking investment opportunities but has not yet
  entered into any substantive negotiations.
  
  Financial Condition and Liquidity
  
  The Company has suffered recurring losses, has no current expectations of
  revenue and has a capital deficit. Although management intends to seek funding
  for normal operating expenses and is presently seeking investment opportunities,
  it is not certain that such opportunities or funding will become available, or
  if available, that it will be on acceptable terms.
  
  General
  
  The Company has completed its review of the legal status of previously reported
  liabilities. The purpose of the review was to determine whether any or all of
  the liabilities are no longer enforceable under the statutes of the particular
  states involved. See Note 3 to the accompanying financial statements for a
  discussion of the results of that review. The Annual Report on Form 10-K for the
  year ended October 31, 1995 was filed with the appropriate restatements of
  previously reported liabilities and was audited by independent certified public
  accountants whose opinion is included therein and which opinion covers the
  financial statements as of and for the years ended October 31, 1995 and 1994.
  PART II - OTHER INFORMATION
  
  Item 1.  LEGAL PROCEEDINGS
  
  The Company is the defendant in an action brought in Massachusetts Superior
  Court, County of Suffolk, by McDevitt Recruitment Advertisement, Inc. The
  complaint was served in December 1986 and alleges a breach of an oral warranty
  of fitness for a particular purpose of a computer system sold to plaintiff in
  1982, which allegedly never performed properly. Plaintiff seeks damages of
  $30,000. The Company believes that it is not liable for any damages; however, in
  order to save the cost of potential litigation, has offered a settlement in the
  amount of $1,000 to attorneys for the plaintiff which it believes is sufficient
  to settle this case. At this date, the attorneys have not been able to locate
  plaintiff.
  
  The Company, in conjunction with its research regarding the various statutes of
  limitations, also pursued the current status of any legal proceedings previously
  reported as having been brought against the Company. The Company has determined
  that, except for the matter discussed above, it is not probable that any of the
  previously reported legal proceedings will have a materially adverse effect on
  the Company.
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  Registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
                                                     SYSTEMS ASSURANCE CORPORATION
                                                                      (Registrant)
  
  Date:    March 13, 1996              By:  /s/ William E. Chipman, Sr.
                                            --------------------------------------
                                            WILLIAM E. CHIPMAN, SR.,
                                            PRESIDENT AND CHAIRMAN
  
  Date:    March 13, 1996              By:  /s/ Thomas R. Petree
                                            --------------------------------------
                                            THOMAS R. PETREE, TREASURER
                                            AND DIRECTOR