FORM 10-QSB

[As last amended in Release No. 34-32231, April 28, 1993, 58 F.R. 26509]

U.S. Securities and Exchange Commission

Washington, D.C. 20549

Form 10-QSB

(Mark One)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________________ to _____________________

CINTECH TELE-MANAGEMENT SYSTEMS, INC.
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(Exact name of small business issuer as specified in its charter)

OHIO 31-1200684
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)

2100 Sherman Avenue, Cincinnati, Ohio 45212
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(Address of principal executive offices)

(513) 731-6000
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(Issuer's telephone number)

N/A
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(Former name, former address and former fiscal year, if changed since last
report)

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 ___

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 12,279,751 shares of common
stock as of March 31, 1997.

Transitional Small Business Disclosure Format (check one): Yes ___ No _X_

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

The financial statements attached to the end of this quarterly report are
filed as part of this quarterly report. The financial statements include all
adjustments which in the opinion of management are necessary in order to make
the financial statements not misleading.

Item 2. Management's Discussions and Analysis or Plan of Operation.

The following selected financial information set forth below has been
derived from the unaudited financial statements of the Company. This discussion
and analysis should be read in conjunction with such financial statements. All
amounts are in US dollars.

Results of Operations

For the nine months ended March 31, 1997 compared to the nine months ended
March 31, 1996

Sales for the nine months ended March 31, 1997 were $5,063,000 compared to
$5,943,000 for the corresponding period of the prior year. The $880,000 or 15%
decrease in sales is primarily attributable to the change in sales and
distribution strategy implemented in March 1996. Under the terms of the joint
marketing arrangement with Nortel, the Company's CINPHONY and PRELUDE ACD
software products are listed in Nortel's catalog and are sold directly by
Nortel sales representatives. In addition, the Company no longer sells the
PC-hardware platforms required to run its ACD software products as such
hardware is now supplied by Nortel. Included in the comparative prior period
sales figure is approximately $1,692,000 of PC-hardware revenue bundled with
Nortel-compatible ACD products. Year-to-date ACD software sales were $667,000
or 27% higher compared to the same nine month period of the prior year. For the
three months ended March 31, 1997, ACD software sales were $326,000 or 35%
higher than the same quarter last year.

ACD software unit volume for the nine months ended March 31, 1997
increased by approximately 27% over the same period last year. Unit volume for
the three months ended March 31, 1997 was approximately 48% higher compared to
the prior year quarter. This trend in unit volume growth is expected to
continue to a level which more than offsets the loss of revenues previously
realized from PC-hardware. Revenues from ACD software training, installation
and maintenance increased by approximately 40% over the prior year and sales of
the Tele-Series call accounting product increased by 17% over the same nine
month period.

Despite efforts put forth in repositioning the OCTuS PTA retail product,
slower than expected sales continued through the third fiscal quarter.
Accordingly, the Company decided to record a one-time adjustment in the amount
of approximately $800,000 thus reserving effectively for the entire retail
product inventory.

Gross Margin as a percentage of sales, decreased to 49% compared to 57%
for the comparable prior year period. This decrease in Gross Margin percentage
is attributable to the Company's decision to record a reserve for OCTuS PCTA
inventory during the fiscal third quarter. Excluding the inventory write-off,
Gross Margin percentage was 66% thus reflecting the Company's strategy of
concentrating on higher margin ACD software unit sales while de-emphasizing
distribution of the lower margin PC-hardware products. During the first nine
months of fiscal 1997, the Company generated Gross Profit of approximately
$2,484,000 a decrease of $894,000 or 27%. This decrease is due primarily to the
retail product inventory write-off described above.

Research and Development costs increased to $286,000 or 22% over the same
prior year period. This reflects the Company's continued efforts to produce new
products and new releases of existing products. Selling, General and
Administrative (S,G&A) expenses of $3,543,000 were approximately 5% higher than
the comparable prior year period due to the Company's continued implementation
of its business plan. The greatest portion of the increase in S,G&A over the
corresponding prior year period was due to higher payroll costs of $274,000
reflecting higher staffing levels which grew primarily during fiscal 1996.

The Company incurred a Net Loss of $1,321,000 for the nine months ended
March 31,1997 compared to the $237,000 Net Loss reported for the same period
last year. Approximately 61% of the Net Loss or $0.07 per Share is associated
with the reserve for OCTuS PTA inventory. The $0.11 Loss per Share was $0.09
higher than that realized for the corresponding period of 1996. Excluding the
effects of the retail product inventory adjustment, the Company would have
reported break-even or $0.00 Earnings Per Share for the three months ended
March 31, 1997.

Liquidity and Capital Resources

Working Capital decreased to $646,000 for the period ended March 31, 1997
compared to $1.9 million for the corresponding prior year period. This $1.3
million decrease was attributable to the approximate $800,000 retail inventory
product write-off along with decreases in cash and marketable securities
($192,000), and accounts receivable ($226,000) offset by increases in prepaid
expenses of $10,000 and current liabilities of $17,000.

The Company's operations provided cash of $95,000 for the nine months
ended March 31, 1997. As of March 31, 1997, Cintech had outstanding debt
obligations of $85,000 due to the buyout of the lease on the Company's former
office facilities in May, 1996 and held cash and marketable securities totaling
approximately $850,000.

The Company's plan of operation is to continue distributing its
ACD-related products via joint marketing agreements with Northern Telecom and
NEC America. The Company believes that increases in sales and/or the
liquidation of marketable securities will provide sufficient cash flow to meet
these expenses in future periods. The Company has no material commitments for

capital expenditures, nor is the Company subject to seasonal aspects that could
be expected to have a material effect on the Company's financial condition or
its results of operations. The Company feels that there are no significant
elements of income or loss that do not arise from the Company's continuing
operations, other than interest income realized from investment in marketable
securities.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) The following Exhibits are required by Item 601 of Regulation S-B:

Page

Exhibit No. 2 - Plan of Acquisition, Reorganization, Arrangement, Liquidation,
or Succession..................................................................... N/A

Exhibit No. 3 - (I) Articles of Incorporation, (ii) By-laws ...................................... *

Exhibit No. 4 - Instruments Defining
Rights of Security Holders........................................................ N/A

Exhibit No. 10 - Material Contracts................................................................ *, **

Exhibit No. 11 - Statement re: Computation of Per Share Earnings .................................. N/A

Exhibit No. 15 - Letter on Unaudited Interim Financial Information................................. N/A

Exhibit No. 18 - Letter on Change in Accounting Principles......................................... N/A

Exhibit No. 19 - Reports Furnished to Security-Holders............................................. N/A

Exhibit No. 22 - Published Report Regarding Matters Submitted to Vote.............................. N/A

Exhibit No. 23 - Consent of Experts and Counsel.................................................... N/A

Exhibit No. 24 - Power of Attorney................................................................. N/A

Exhibit No. 99 - Additional Exhibits............................................................... N/A

(b) On September 15, 1995, the Company changed its fiscal year end to June
30 commencing June 30, 1995. The Company filed a Form 8-K regarding this change
in fiscal year on September 26, 1995. This form is incorporated in this report
by reference.

* Previously provided in original filing on Form 10-SB.
** Previously provided in Amendment No. 2 to Form 10-SB.

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of
1934, Cintech Tele-Management Systems, Inc., as Registrant, has caused this
Report on Form 10-QSB to be signed on its behalf by the undersigned, thereunto
duly authorized.

CINTECH TELE-MANAGEMENT SYSTEMS, INC.

By: /s/ DIANE M. KAMIONKA Date: May 14, 1997
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Diane M. Kamionka, President and
Chief Executive Officer

By: /s/ JAMES K. KELLER Date: May 14, 1997
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James K. Keller, Chief Financial Officer